X-men Ben-volution
by Grimm48
Summary: Summary: Ben is a mutant connected to Primus, the database of the alien DNA for the Omnitrix. He joins the x-men in Bayville and learns to control his powers (will maybe get an Omnitrix from forge) Pairing: Ben x Rogue x Scarlet Witch x Kitty
1. Episode1

X-men Ben-volution

Summary: Ben is a mutant connected to Primus, the database of the alien DNA for the Omnitrix.

He joins the x-men in Bayville and learns to control his powers (will most likely get an Omnitrix from forge) Pairing: Ben x Rogue and or Scarlet Witch, maybe harem but unlikely.

Disclaimer: I don't own Ben 10 or X-men evolution.

* * *

"Things are under control for now, but we better hurry we've got a train to catch." Charles Xavier tells one of his former students Ororo Munroe also known as Storm having just finished wiping the memory of the people at the football game after one of his students accidentally blew up part of the stadium. She then starts their car and drives off towards the train station where they are supposed to meet two new students for their academy.

After arriving at the Bayville train station Ororo helps Charles, who needs a wheelchair to move around out of the car and waits with him at the track just as the train carrying their two new students arrives.

"Kurt?" Ororo asks seeing a young blonde teen exit the train but Charles stops her telling her "That's not Kurt, this is." and motions over to another person, hiding himself in a large cloak.

After greeting the teen, just a bit startled at the furry three fingered hand he extended towards them cautiously since Charles informed her of this beforehand Ororo asks her former mentor "Charles, wasn't there supposed to be another one?" as she watches the train depart without anyone else having come out.

"Yes, there is and he's here already, why don't you show yourself Ben." Charles says seemingly to no one.

A second later a floating ghostlike creature (Ghostfreak) blurs into existence just a few feet away from Kurt.

"Dude! And I thought I had it rough." Kurt yells surprised.

The creatures only eye only looks down sadly after hearing the shout.

"Sorry man you just popped out of nowhere. I'm Kurt."

"Ben. And don't worry I'm used to it by now." Ben introduces himself to Ororo and Kurt.

"Well I think we should head to the institute now, it's almost morning and I'm sure the other students will want to meet the newcomers." Charles tells them, and everyone leaves towards the car, with Ben turning invisible again.

* * *

|That Morning - Xavier Institute|

"Give it up Jean it's hopeless." Scott says waiting in front of the bathroom.

"I'll be done in a second." Jean tells him through the door.

"Come on we're gonna be late." Scott tells her.

"Almost done." Jean says floating a mirror in front of her while she brushes her hair.

"So, are we going or what?" Jean asks flirtingly walking past Scott who looks at her mesmerized.

"We're heading out professor." Scott says as he and Jean head towards the door.

"Just a moment you two, come here I'd like you to meet some people." Charles tells them while waiting in the library with Kurt and Ben who's turned invisible again upon hearing Scott and Jean.

"This is Kurt Wagner and Ben Tennyson." Charles tells Scott and Jean.

"I only see one person." Scott asks confused.

"I sense someone on the other side of the professor." Jean tells Scott and Ben turns himself visible again, guessing that there is no way around it.

"Whoa!" Scott and Jean scream scared and take a step back.

"Don't be alarmed he's just another mutant just like you." Charles tells them.

"Yeah, sorry it's just your appearance is a bit unsettling." Scott apologizes.

"Anyway, this is Jean and I'm Scott." Scott introduces himself, offering his hand to Kurt, who takes a step back scared of what they'll say to him having seen their reaction to Ben.

"Kurt, we are amongst friends here." Charles tells him.

"Hello, I'm Kurt." Kurt says offering his hand hesitantly and Scott shakes it, looking at it surprised alongside Jean.

"I told both of them how this is a Institute for gifted youngsters, youngsters whose gifts are not always an asset, right Scott?" Charles says looking at his older student with a bit of disappointment.

"So you heard about last night." Scott guesses.

"Difficult not to, it was on all the news channels." Charles tells him.

"It was a bad situation and there was an accident. I'm sorry." Scott apologizes.

"I know fortunately no one was hurt and the truth was not discovered but you must be more careful Scott." Charles warns him.

"Come on professor I'm packing a bazooka behind each eyeball, what do you want from me?" Scott asks.

"Control Scott. That's what you're here to learn. That's why you're all here. Scott's eyes omit a destructive optic beam." Charles tells the newcomers, while Jean approaches Kurt, who takes off his hood for the first time, revealing a blue fuzzy face.

"How about you Kurt, got a special gift that brought you here?" Jean asks.

"Maybe." Kurt says after teleporting behind Jean.

"Wow." Jean and Scott say impressed.

"And you Ben? Can you do more than turn invisible?" Jean asks the other student.

"Choose." Ben says sadly and closes his eye, concentrating on bringing out emotions other than fear, which is what he's feeling at the moment. A few seconds later Ben changed form the ghostlike appearance, to a burning man made of lava, then to a large crab with a gigantic head, then to a bulky four armed red skinned being and lastly to a moth like blue skinned alien.

"What the?" Scott asks surprised while Jean looks at Ben sadly feeling immense sadness coming off him.

"My appearance is dependent on my emotions from what I can tell. I haven't been able to get back to my human appearance for almost a year now and I always turn back to this." Ben tells them now in his ghost form again.

"What emotion is that?" Scott asks intrigued.

"Fear." Ben answers.

"Well I'll be helping them get settled in, you can talk more tonight." Charles tells them and Jean leaves with Scott after saying a quick "see you later".

* * *

After Scott and Jean left Charles led them upstairs, where the student's rooms are and Ororo joins them on the tour.

"Woah this bedroom is mine?" Kurt asks walking into a big room equipped with a bed, some drawers and a few other things like a TV.

"Of course, Kurt That's why your parents send you to us, because they knew you would be happy here. And across the Hall there is one for you as well Ben."

"Happy? How can I be happy when I look like this? I scare people." Kurt asks looking at his reflection in a mirror in his room.

"I have a surprise for you Kurt, put this on." Charles tells him, giving Kurt a watch.

"I don't believe it, I… I'm normal." Kurt says excitedly looking in the mirror and checking if his tail is visible.

"Of course, you're normal Kurt but not because of that machine." Ororo tells him.

"Storm is right Kurt, normal is what you truly are, never think otherwise It's the same for you Ben, even in your other appearances you're still normal." Charles tell them and gives Ben his own image inducer watch, which he puts on and turns into a floating Teenager with green eyes and brown hair.

"Well it's better but I'll have to get used to flying near the ground." Ben says and tries to fly near the ground, but it still looks like he's floating since his legs don't move because the watch is programmed to mimic leg movement for humanoid mutants.

"This is disappointing." Ben looks at the watch with sadness, since his chances of appearing normal just went down again after skyrocketing upon seeing the miraculous change of Kurt.

"I'll try to see if I can change the configuration to your current condition but if I'm right you may even be able to change back to your human form on your own after a few months of training. What do you think Ororo?" Charles tells him.

"We'll see. I'll try my best to teach you." Ororo says.

"What makes you so sure I'll be able to control this?" Ben ask curiously.

"Well Ororo has a similar problem with her gifts, you see Ororo can control the weather, but this is dependent on her ability to control her emotions, just like you explained your ability." Charles tells him.

"I'll do my best to learn as quickly as possible." Ben tells Ororo hopeful that his situation might change after all.

"Good, oh and Kurt you'll be starting school tomorrow, Ben I think it's best to wait a while longer at least until we know how to give you legs so to speak." Charles tells him.

"OK." Ben agrees, and they leave Kurt's room, going across the hall to Ben's new room after leaving Kurt a uniform. This will be your room and you will start training tomorrow with Ororo, basically you will be training under her while the other students are at school, but so you won't have too much problems going back to school I'd volunteer to tutor you when you have some free time." Charles tells him.

"I don't think that's necessary, just give me the books with the stuff I need to learn, and I'll manage easily." Ben tells them.

"How so?" Charles asks.

"It's the only long-time advantage of this I've been able to see up till now. Remember when we had the telepathic conversation?" Ben asks.

"Sure." Charles answers.

"Well I've been able to talk to you in this form and from what I can tell I'm basically a genius while I maintain this form and for some reason anything I learn or read while upholding this I retain, like I have a photographic memory." Ben tells them shifting into this crablike form (brainstorm).

"Impressive." Charles says and gets a telepathic reply of 'ain't it.' From Ben.

* * *

Meanwhile at school Todd Tolansky has been called to the principal office and ordered to investigate Scott and scared into doing the principals bidding by her changing into a snarling alien beast 3 times his size. So after leaving the principal's office he approaches Scott and shows him his frog like abilities telling him that they're the same.

Later that night Todd arrives at the Xavier Institute and Storm using her powers drives Todd towards the main building and gets thrown into the house by storms wind. Flying through the entry door he flies directly at Kurt screaming panicked and both boys tumble to the floor.

"Whoa what are you? Some kind of ratty plush toy?" Todd taunts him after both get back on their feet and are circling one another.

"The name's Nightcrawler and at least I don't reek like unwashed lederhosen." Nightcrawler returns.

"You blue furred freak." Todd yells angered and jumps at him but Nightcrawler teleports out of the way.

"As you say in America: nena- nena-neena." Kurt taunts him, hanging from the huge ceiling lamp.

"That ain't gonna help you boy." Todd says and jumps up to him only for Kurt to leap over the air born Todd.

"You're so slow. You couldn't catch flies on a windshield." Kurt taunts him and leads Todd further into the house while Storm flies into the room they were just in and Charles tells her "Yes Tolansky is indeed gifted, he could be one of us."

"Sometimes professor, I fear that your good heart blinds even you from the truth." Storm tells him.

The two adults follow the two teens and Charles tells them "This test is over, Todd Tolansky has the special X-gene he is welcome to join us, if he so desires."

"Only thing I desire is blue boys fuzzy head." Todd yells and jumps at Kurt who's hanging from another light and Todd wraps his long tongue around Kurt's leg.

Kurt tries to push him off and both teens lose their hold on the lamp and fall but before they land Kurt teleports them away, making them accidentally land in the Danger Room.

"Wo sind wir? Where are we?" Kurt asks confused looking around the dome like room.

"You're asking me foo? You brought us here." Todd reminds him.

"I think I'm about to regret it." Kurt tells him pointing at the various machines coming alive in the room.

"Scott, Jean, Nightcrawler teleported himself and Todd into the Danger Room!" Charles alerts his students over the intercom. Scott and Jean who were getting dressed for training hurry down to the danger room and Ben hearing the alerts decides to check what's going on and uses his intangibility to phase through the floors, until he sees Scott and Jean and follows them.

In the Danger Room Kurt and Todd are both running from the various machines, dodging to the best of their abilities and barely manage to survive until the other three arrive.

"I've got the Cannons keep them clear of the tentacles." Scott tells Jean and starts to open fire on the Cannons with his optic blasts.

"On it." Jean agrees and flies over to Kurt, saving him from an approaching grapping machine trying to squash him by levitating him towards her.

"You are an angel." Kurt says relieved.

"On occasion, how about you are you a demon?" Jean jokes.

On the other side of the Danger room Todd is trapped between two walls closing in on him and Ben flies over to him, trying to shift into another form, hoping to save him and appears as a crystalized human (Diamondhead) shocking everyone since they didn't know Ben was in there.

Using his enhanced strength Ben easily stops the enclosing wall and picks up Todd, jumping over the other wall, rushing towards the exit with Todd over his shoulder.

In the command center professor Xavier and Storm arrive and shut down the system.

"Now I get it, it's a training area, I just pull the plug and…" Kurt says blinking over to a canon and pulls out a cable only for that cannon to go rogue and start to fire at everything around it.

One of the blasts are headed to Ben, Todd and Scott so Ben reacts quickly, throwing Todd at Scott, making both Teens tumble through the Danger Room door and then erects a crystal wall, shielding himself from the impact.

Storm enters the Danger Room from the command center and takes out the rogue cannon while the other machines retreat back into the walls.

"Forget this man, I've seen enough. I'm outta here." Todd tells Scott and hops away.

"Sorry professor, I couldn't stop him." Scott apologizes holding his head, having bumped it against the wall.

"It's alright Scott, he wasn't ready to be one of us." Charles tells him.

"I blew it too professor, you've been wonderful, but I guess I just don't belong here." Kurt says guiltily and teleports away.

"I'll take care of it Professor." Scott says getting back on his feet and goes looking for Kurt.

* * *

In the meantime, Todd runs out of the house and crashed down in front of Logan, who upon seeing an unfamiliar face flee the Institute extends his claws asking, "Going somewhere Bub?"

"No Logan, let him go." Charles tells his old friend form a balcony, making Logan retreat his claws.

"I came back here because I smelled trouble brewing." Logan tells Charles while Todd flees, hopping away frantically.

"Welcome home old friend, we've missed you." Charles welcomes him back.

Scott followed Kurt to the hangar where their air plane is hidden and reassures Kurt that everything is going to be alright.

The next day Todd reports to the principal but has to inform her that his memory of when he was inside the Institute has been wiped, making Mystique who is posing as the principal and her leader Magneto angry.

* * *

AN: episode 2 will happen as in canon and while the events with Kitty and Sabretooth happened Ben stayed in the Institute training after getting new Instructions from Storm. The next chapter will be on episode 3 which will take place 3 weeks after the first episode in my fic.


	2. Chapter 2

X-men Ben-volution

|3 weeks later|

Rogue a teenaged brunette girl with white colored bangs and wearing goth-like clothes is standing at a port overseeing a wide river while listening to the music coming from the club just a few steps away. Two football players who go to the same school as her approach and one of them shoves the other in Rogue's direction to push him to talk to the girl he's been staring at all week.

"Huh? Can I help you?" Rogue asks the blonde football player.

"Dance, would you like to I mean, with me that is." The jock asks stumbling over his words.

"I'm really just hanging out here, ah hell why not? Afterall what's the harm in just one dance." Rogue agrees after seeing the downcast expression on his face.

The two of them then head into the club, where they dance together until the football player's friend pushes him closer to Rogue, making the two of them fall over and when he tries to help her up he touches her arm and promptly falls unconscious, feeling drained of all energy while Rogue sees flashes of the teens memories. "Ah my head, what's happening to me? What am I? Who am I?" Rogue asks scared and runs out of the club, pushing aside the football player's friend, recalling a memory of the now unconscious boy training in his sport.

While this is going on the woman raising Rogue, who is also a mutant warns Mystique that Rogue's powers showed herself and is relieved to hear that she's coming to help out with the situation at hand.

* * *

At Xaviers academy

Logan is testing the school's defense system with Storm pushing him towards the danger room, where she tries to take him out with the help of the many obstacles contained in the room until Charles stops them telling them that for now it's got to be enough since they still haven't repaired everything from when Kurt accidentally teleported in there with Todd.

"What is the point of this demonstration again?" Scott asks while Logan makes his way up to the command center.

"The point young cyclops was to teach you to find weak spots in sophisticated security systems." Storm tells him.

"That's right bub and I'd say ours needs a little work." Logan tells them arriving at the command center.

"The fence was pretty easily breached, maybe we should electrify it or install poison gas sprayers." Logan tells Storm.

"Wolverine." Storm says in a warning tone.

"Alright, alright, knockout gas then." Logan caves in.

"Is it just me or is anyone else just seriously freaked by all this?" Kitty asks being the newcomer at the school, having only joined about a week ago.

Being met with silence she scoffs "Oh right, it's just me? Great."

"Relax Kitty, you'll be fine." Kurt tells her, having been hanging from a pipe while eating popcorn and teleports so he's sitting next to her. "We're right beside you. Popcorn?" Kurt says offering her the bowl of popcorn with his tail, making her shriek in surprise not being used to the teleporting teen suddenly appearing elsewhere.

"Oops, sorry. Next time I'll hop before I port." Kurt says.

"Whatever look guys it's late. If it's no biggie to you I'm going to drop out." Kitty tells them phasing through the floor and heading back to her room until she hears someone talking in the professor's office and peaks into the room, seeing Ben, whom she only saw a few times after she joined the academy, with his image inducer active talking to the professor.

"Are you sure I should turn it off?" Ben asks him in an uncertain voice, having managed to shift back to his human form by now with Storms tutelage but only for a maximum of 30 minutes up till now.

"Yes, I think that it will be a great motivation for you, like when you look into a mirror and don't see the real you. I'm hoping it will drive you to master your abilities even faster." Charles tells him.

"OK I guess, the others should still be in the danger room, so I should have enough time to shift to normal until they're finished." Ben agrees and turns off the image inducer, now looking like the ghost-like creature he always turns into despite his best efforts again.

Kitty watching them screams out in fear and starts to flee to her room. After Ben successfully shifted back to his human form the professor sees his sullen expression and tells him "It was her first time seeing you without the image inducer on wasn't it?" Ben nods in return, looking at the watch.

"It's going to be fine, you know maybe you could even teach her something Kitty has the same ability as you in your ghost form, she also can become intangible." Charles tells him, hoping to show him that he's not different from them and that they're all mutants.

"I see. Anyways, I'll try your way but I think I should still wait with school until I don't have to try to get back my human form." Ben tells him.

"I agree." Charles says when suddenly he sees Cerebro alerting him to a new mutant, so Charles leads them to the danger room.

"X-men we have an emergency. Scott get the black bird prepped for launch and since it's a weekend assemble the full team." Charles orders once they arrive in the control center of the danger room.

"Yes sir, what's the mission?" Scott asks.

"Cerebro has detected a new mutant in claudicate county Mississippi. My mental impression received a highly disturbed individual. Our mutant is a danger to herself and possible others as well." Charles explains.

* * *

A few minutes later everyone is in the blackbird with Scott teaching Kurt how to pilot the aircraft.

In the back Kitty is sitting next to Ben, who is still holding up his transformation, which is visibly starting to affect him if the focused expression is anything to go by.

"Look I want to apologize for what happened earlier, I just was surprised I didn't expect you to actually look like that. I mean up till now you were always a floating normal looking guy." Kitty says feeling some guilt over her reaction.

"It's alright, how I look now should actually be my normal form but after being on the run for a year or two, let's just say my form has adapted to the situation." Ben tells her.

"You talk about forms, are you like a shape shifter?" Kitty asks intrigued.

"Well not in the sense you'd imagine. The professor told me that he thinks I'm connected to some alien life forms from another planet and can take on their genetic code, meaning I don't only look like them but have their abilities as well. It would be cool I think, if only I could control what life form, I want to be." Ben says with a sigh.

"Looks like I have it easy with my only worry being falling down a few stories while I'm asleep." Kitty says with a small smile.

"The professor told me about your abilities and suggested that if you'd want to, I could maybe help you with your ability since the form I was stuck in for so long can actually become intangible as well as invisible." Ben offers.

"Thanks, I'll think about it." Kitty says when suddenly Kurt seeing the two of them talk teleports outside of the jet, only to lose his footing because of the strong wind and teleport back in, flying right at Kitty. Ben quickly reacts by losing his transformation back to human and grabbing her hand, phasing them out and pulling her over to his side of the plane, so Kurt doesn't hurt her by colliding with her. Kurt having hit his head against the chair makes his way back to the cockpit, getting scolded by Charles along the way.

Kitty who closed her eyes, fearing the impact opens them after hearing the blue skinned teen grunt in pain wondering why she didn't feel anything only to come face to face with Ben's ghost transformation again. After a minor flinch she remembers that it's Ben underneath the creepy look and starts to relax again while Ben transforms back to human muttering a quick "Sorry.", having noticed her flinching back.

"Thanks Ben, I guess I really should let you tutor me to control my powers." Kitty tells him thankful for the safe, making Ben grin slightly as he helps her stand up, having pulled her into his lap when Kurt came at them.

* * *

While the X-Men land in the city to go looking for Rogue, Mystique also arrives in the city, having flown in on a private jet. She meets up with Rogue's caretaker and they discuss where to look for the missing brunette and come to the conclusion that she'll go to the home of the boy whose memories she just absorbed. Mystique decides to make her distrust the X-Men by playing the bad guys while she's transformed into some of their members.

So, Mystique disguised as Wolverine goes into the house and attacks Rogue, who was in the boys room trying to sort out who she is.

Rogue knocks over the Wolverine- look alike and runs out of the house while Mystique transforms into Storm and chases after her and throws a lighting grenade over Rogue's head to scare her while she climbs over the garden's fence.

Rogue having fallen off the fence gets back up and starts to run away again, seeing the real Logan as well as Kurt, Kitty and unknown to her Ben, who is flying next to them invisibly and loses one of her gloves.

"Please leave me be." Rogue begs as she climbs over another fence.

"Wolverine, wait. She seems to be terrified by you. Let me try." Kurt says stopping the older man until Ben suggests "Maybe I should approach her, she hasn't seen me with you guys yet."

"Ok kid but you'd better not mess up, I'll go find the prof. but squirt you better put on your best face, no sense freaking the poor kid out any more than she already is." Logan tells him.

"And you Kurt, you'd better keep an eye on the half-pint over here." Logan orders making Kitty protest while Kurt is disappointed that he doesn't get to show off what he can do.

Ben transforms into his human form and jumps over the fence, following the brunette.

"Hey wait up, what's going on?" Ben asks her, walking over to her.

"What do you want?" Rogue asks taking a step back, making Ben stop in his track.

"I just want to help you. We're the good guys." Ben tells her.

"I'm like you. I tend to be alone, because I'm unsure of what I am and afraid to show my face." Ben tells her gently, when suddenly Kurt teleports behind her, having forgotten to turn on his image inducer and Rogue tries to push the blue furred boy away, making him fall to the floor unconscious while Rogue teleports away.

"Well that went wrong." Ben says, going over to check on Kurt while yelling for Kitty to come into the garden so she can help him with their blue furred friend.

"Kurt, Kurt? What happened?" Kitty asks rushing over to the two.

"He grabbed her and she pushed him away knocking him out and she absorbed his ability or something?" Ben tells her unsure of what transpired himself.

"What do we do now? Is he dead?" Kitty asks freaked out.

"He's just knocked out and I don't know, it's not like I have some secret mobile phone or something." Ben replies.

"Wait I know the professor can read minds, so he should be able to read my thoughts." Kitty says and tries to talk to the professor in her mind.

Charles hears her call for help just after Wolverine arrived and after he himself lost the trace of the football players brainwaves, meaning that her absorbing other's minds be only temporary.

Kitty then informs the professor of what happened,and he tells the others, sending Wolverine to fetch Kurt and Kitty while he tells Ororo, Jean and Scott to follow Rogue, who now has Kurt's brainwave pattern and he leads them relaying her position to the others. He also gets Ben to head over there as well since he is the fastest alongside Storm since they both can fly.

* * *

When they arrive at Rogue's location, which is a graveyard Jean goes in alone first, trying to talk to the confused girl.

"Hi." Jean says arriving in front of the girl.

"Do I know you? All these memories, I'm so confused." Rogue asks holding her head.

"Yeah I know, I can relate what you're going through." Jean says when suddenly Rogue starts to panic yelling "Jean, you're like the others!"

"Relax, if you know who I am you know I won't hurt you. Look it's tough to go through it solo. Here zero pressure but if you want to talk more you can reach me anytime with this communicator." Jean tells her, floating the device over to her.

"Nice fashion accessory huh?" Rogue asks looking at the object while Scott, Rogue and an invisible Ben arrive.

"We all have one." Storm tells her and Rogue upon seeing the older woman runs away yelling "You, no you won't take me!"

"I don't get it, we were connecting and then…" Jean says.

"Then she saw me, for some reason she's afraid of me." Storm finishes.

Mystique who was watching them uses this opportunity to transform into Scott and scare Rogue, who is now hiding in a tomb even more. Rogue runs out of the tomb and right into the real Scott and shoved him away, accidentally causing his goggles to let of a beam which destroys a power line. Rogue runs back in and into the now as Jean transformed Mystique who continues to threaten her making Rogue teleport in fear, ending up high in the air and falling down before she instinctively teleports centimeters above the ground, landing relatively softly on the ground.

"Are you hurt? Lie still. Don't try to move." Jean tells the girl having seen her fall out of the sky.

Rogue comes over to them and asks "Child, what is it? we are your friends." But Rogue grabs her arm and absorbs her powers. Not being able to control them since Rogue's powers take years to master and are impacted by the emotional state the weather in the area quickly transforms into a massive thunderstorm while Rogue starts to levitate upwards. Due to the wind the earlier damaged power line starts to fall towards Storm, who is lying in a puddle unconscious, so Scott and Jean react with Scott getting Storm out of there while Jean holds up the tower.

While this is going on Ben who was following Scott the whole time, saw Mystique transform and knows why Rogue is so fearful but didn't a chance to intervene. He now looks at the flying Rogue who is losing control of her powers and flies up to her, transforming into an alien he knows can absorb electricity (feedback) and takes hold of Rogue's hands, making skin contact with Rogue's ungloved hand and feeling a quick sting in his hand before it goes away and Rogue falls unconscious being overloaded by the amount of power Ben has accessible.

* * *

Ben quickly transforms into his ghost form and catches the in midair, before he turns them invisible and flies them away, telling the professor telepathically what's going on and lands somewhere in a forest, lying Rogue down and waiting patiently.

After a little over 20 minutes the brunette starts to come back to reality and looks confused at her unfamiliar surroundings, before seeing the teen who talked to her earlier.

"Stay away." Rogue yells fearful.  
"It's OK. I won't take a step but only if you hear me out." Ben tells her, sitting on a tree trunk.

He sees Rouge sit down herself, keeping enough distance between them so she has a head start if he were to chase her.

"Look we really only were trying to help you and those versions of the others you saw wasn't them. It was a shapeshifter imitating them. I've seen her transform, she really is a blue skinned redhead." Ben tells Rogue.

Seeing the doubtful expression on her face he explains "Look, I can transform into a ghost like being and watched everything unfold and I brought you here after you were knocked out somehow." Ben tells her.

"Wait, you're telling me you were the black thing with a cable as a tail?" Rogue asks confused.

"Yes, that's one of my forms." Ben confirms.

"So why did I get knocked out and not you?" Rogue asks.

"No clue, I'm only starting to get the hang of my powers as well." Ben tells her.

"Anyways what do you want with me?" Rogue asks.

"Like I said we're trying to help, all of us are living an academy where they teach us to get control over our powers and the adults you saw are the instructors. Either way, the offer stands, you still have Jeans communicator, so you can contact us any time you want or you can check out the academy yourself. It's the Xavier institute in Bayville." Ben explains and starts to get back up, walking into the opposite direction of her.

"Why should I believe you?" Rogue asks still having doubts.

"Why should I lie to you? We've only just met." Ben replies before he turns into his blue mothlike alien and transforms his wings into a hood, becoming invisible and intangible. He quickly gets out of her sight and drops the transformation sweating profusely, having had to keep up so many different forms the entire night and takes off in his invisible ghost form, headed to the black bird. Once there he meets up with the team and tells them what happened.


	3. Chapter 3

|two weeks later|

Jean is walking through school, headed for her first class of the day when she sees a giant teen holding a locker over himself, threatening Duncan who's cowering in fear.

"Uh Hi, you must be new here. I'm Jean Grey." She says, recognizing the teen as the mutant she and Logan tried to approach a few days ago at a monster truck show.

"Yeah I am. New I mean." He says and puts the locker back where it was, going over to her.

"I figured, so what do your friends call you?" She asks him.

"Don't know, never had any friends. My name is Fred, Fred Dukes." He replies shyly.

"Nice to meet you and sorry about Duncan he can be a real jerk sometimes, hey do you need help figuring this out?" She asks picking up a schedule.

"Yes, please." He says.

"OK, your first class is right over there and don't worry first day is always the roughest." She tells him pointing in a direction before heading to class herself.

In Scott's drama class he gets paired for a drama exercise with another new student. Rogue, who only arrived little over a week ago, having been approached by the principal to join the school and accepted the offer, since staying in her former school wasn't an option.

At lunch Fred gets himself an overfilled plate and sits down at a table but the chair breakes and his arms pull the table down sideways as well, causing his food to come flying at the jock's table.

A huge food fight then breaks out because the other students laughed at Fred and he went crazy, swinging a table around by it's leg and Jean who tries to calm him down slips on one of the food bits and lands at his feet as he rears back to hit her until Scott shoots the table down and Fred cleans his face, being able to see now again.

"Jean?" He asks confused as Scott kneels by her side protectively.

"Back off Scott, I'll handle this. Everything will be fine." She tells him, sending him away.

"They shouldn't have laughed at me!" Fred yells angrily.

"No they shouldn't have." Jean agrees.

"It's just when they laugh at me I kind of explode inside you know." Fred tells Jean.

"I understand Fred but you've got to learn to control yourself. You can get training." She offers.

"Yeah right, where?" Fred asks disbelieving.

"I learned to control my gifts at the institute." Jean explains.

"You have powers too?" Fred questions surprised.  
"Yeah, watch." Jean tells him and uses her telekinesis to throw a chair against a wall.

"Wow, you could really pound people with that." Fred says impressed.

"No Fred, that's what we learn not to do, that's what the Xavier Institute is all about, staying in control. Think about it, I know the Professor would like to meet you." Jean explains and leaves the cafeteria.

As Scott left the cafeteria he bumps into Rouge who is impressed that they are so protective over each other and agrees to meet him later at the park for their rehearsal.

* * *

|Later that day|

Fred approaches Jean after school when she is going to the library and asks her "Hey Jean, would you like to… get a soda or something?"

"No sorry Fred, I have some stuff I gotta do." She says and keeps walking to the library.

"Stuff huh? That's the best you can come up with?" He asks accusingly.

"Look Fred, I like you and all but I have responsibilities and that means I can't go with you right now." She tells him.

"But you're my friend." He says grasping her arm.

"I thought so, but friends don't hurt each other now let go of me." She tells him trying to free her arm to no avail.

"Just let me talk to you for a second in private." Fred says and drags her behind the school where some repairs are being done.

"Let go of me Fred, I have to go home." Jean tells him.

"You can't you've got to go out with me." He demands.

I don't have to go anywhere but home." She tells him and uses her telekinesis to try and get him to let her go but the whole construct collapses on them and she gets hit in the head, getting knocked unconscious. Fred then carries her body to a hideout near the junkyard, ties her to a chair with a metal bar and prepares a dinner setting with candles and waits for her to wake up.

"Wakey wakey sleeping beauty. Your table is ready." Fred greets her once she opens her eyes.

Jean calls for help with her telepathy, alerting the professor that she was kidnapped.

* * *

In the meantime at the Xavier Institute Kitty, Kurt and Ben are playing a game where they have to capture a football and keep it away from the other two.

Kitty is currently leading the chase, carrying the football and phasing through trees while Kurt teleports after her and Ben runs after the both of them in his human form, his task being to stay human while playing the game.

Kitty phases through two more trees and looks back at Kurt, running into a branch from another tree and gets knocked down by it, losing the ball in the process.

"Hah it's mine now Kitty." Kurt taunts her, holding the ball.

"Give me that." Kitty yells and runs at him, only for him to teleport away.

"Watch where you're porting." Logan grunts from the sidelines, watching them with the professor and Kurt falls from the tree, because the branch brakes. Kitty uses her chance and jumps at Kurt while he's falling and snatches the ball from him by phasing through him.

"Haha." Kitty laughs while Logan slaps his head asking "What kind of move is that?"

Ben who's been trying to catch them off guard since this is his only real chance at getting the ball uses Kitty's moment of triumph to come out of his hiding spot behind a tree just behind Kitty and runs past her, knocking the ball out of her arm and catching it before dashing away.

Kitty and Kurt quickly begin their chase of him but once they reach an area where the trees are far closer to each other they lose sight of him because he ran between them so quickly they couldn't keep up. Unknown to them Ben actually only ran past three trees and then hopped into a small bush close to where they are searching for him right now.

"Where the hell is he? Couldn't have gotten that far." Kurt asks porting on an branch to get a better view.

"I have no idea." Kitty says herself and goes around the trees, checking if he's hiding behind them like he did earlier.

At that moment the professor receives Jean's distress call and alerts Logan that Jean's been kidnapped.

"Quickly, Jean's been kidnapped. You ghost get Cyclops, I'm riding ahead." Logan informs his students, using his nickname for Ben. After leaving his students to get ready Logan quickly puts on his suit and then takes his motorcycle to start his search for Jean.

Ben coming out of his hiding spot throws the ball at the professor while asking the other two teens where Scott is and they inform him that he stayed behind at the school.

"Alright, get ready I'll be back shortly." Ben replies and thinks about what form he wants to use and shifts into XLR8. He has gotten a fair amount of control over the time he studied under Storm and this was actually supposed to be hid test to see if he can keep his powers in check while at school.

* * *

Ben then takes off towards the school, arriving there around three seconds later and quickly locates Scott and Rogue sitting at a table behind the school, going through a play.

"I can not tell what is like me." Rogue says reading the line.

"An angel is like you Kate and you are an angel." Scott reads his line.

"The girls are right, you are a charmer." Rogue says amused.

"Look I'm just reading the lines OK?" Scott replies.

"Yeah I know it's just sometimes I wish…" Rogue says.

"Wish what?" Scott asks interested.

"Wish I could get close to somebody but you know what happens when I do." She tells him.

Ben arrives at that moment, skidding to a stop next to them.

"Bad timing? Sorry to interrupt, but Jean's been nabbed." Ben tells them, shifting back to human so Rogue knows it's him.

"What?" Scott yells angrily

"Chill, Logan is already on her scent and I'm supposed to collect you." He informs the glasses wearing teen.

"Uh! If Jean's hurt I'll… Do you know anything about this?" Scott accuses Rouge, who's looking to the side hurt.

"No and even if I did I wouldn't tell you." She replies angrily.

"Then I hope you can live with your conscience." He tells her.

"Shut it Red eye, sorry for him he gets all crazy when it's about Jean, nice to see you made it to town." Ben tells Rogue before shifting back to XLR8 and slings Scott on his back since he's taller than Ben. Ben gives Rogue a salute goodbye and takes off arriving back at the Institute a few seconds later.

"That makes me remember, I still don't know what happened when I touched that guy." Rogue thinks out loud.

Shortly after Logan arrives at the school on his bike and sniffs the air around the former construction site and starts to track Jean by scent.

While Logan is following the scent the professor debriefs the other teens about the current situation after they've changed into their mission suits.

"I've been in contact with Jean but all I know is that she's somewhere around here with Blob holding her captive." The professor informs them.

"Alright let's move." Scott says and everyone gets into the x-van while Scott takes his own car.

* * *

|with Jean and Fred|

"Fred this is all wrong. You can't force someone to like you." Jean tells him.

"Why not? I'm stronger than everyone." Fred says cockily.

"Being nice usually works better." She tells him.

"Oh yeah, I just remembered I've got a surprise for you." He tells her and leaves the small room.

Logan arrives at the abandoned factory Fred's using and tells the others where exactly Jean is but charges in by himself ahead of them.

Charles relays the information to Scott who drives over to him as well with the others having a longer route since they looked in another area.

"Ben would you mind going ahead as well, I don't want Scott to be left on his own against Blob, form what Logan told us Scott stands no chance against him." Charles asks the brown-haired teen.

"No problem." Ben replies and takes on his ghostfreak form, phasing through the car and then turns back into XLR8 and takes off in a blur.

"Why did you send him ahead without us?" Kurt asks confused and slightly hurt.

"He is the only one of us who should be an even match for Blob, both of you don't have enough offensive abilities to take him down, I believe that Ben does however. Now the only question is will he be able to keep his control." Xavier explains.

At the factory Logan slashes through the door, making Blob look at him surprised. Logan jumps at him and tries to overpower the teen but Blob easily throws him off himself and then rips out a huge tank, throwing it at Logan but he doded and leaped onto the railing above and jumps at Blob only for him to catch him by his clawed arms and throw himself down on the older man with his heavy body.

Logan loses consciousness, not being able to breath with the heavy weight on him.

Scott arrives and fires his laser, alerting Blob to his presence.

"We're here to give Jean a way out, through you if necessary." Scott yells firing at the large teen.

Blob blocks his beam with his arm and picks up Logan with his other hand, throwing him at Scott, who stops his laser and gets knocked out by Logan's weight crashing into him.

Ben arrives upon this scene as does Rouge, to his surprise.

"Came to help out?" He asks her with what she assumes is a grin on his blue alien face.

"Just this once, don't think too much into it." She tells him and touches Scott's face, absorbing some of his power.

Meanwhile Blob went back to the room Jean is in and opens the door only to get a locker thrown telekinetically at his face.

"Nobody respects me and you're the worst. You pretended to be my friend." Blob shouts, throwing the locker at Jean who manages to catch it the last second with her telekinesis.

Blob walk out and rips a huge generator out of the floor, preparing himself to throw it at the room Jean's in.

"Can you distract him while I'll get her out?" Ben asks Rouge, getting a nod in return and says "Thanks." Quietly while he's turning into ghostfreak and turns invisible and intangible, flying right through Blob over to Jean while Rogue fires her Laser eyes at Blob's back, making him drop the generator and shift his focus onto her.

"Leave her alone you Jahoo." She warns Blob.

"What you gonna do to me? Make me wear bad make-up?" Blob taunts her.

"Didn't mystique tell you what my power is?" Rogue asks him, going over to him slowly.

"No cause I don't care." Blob replies and tries to hit her only for her to grab his arm and absorb some of his power.

"My power is your power and I can take more than one." She says and throws him into the air, blasting him with her laser eyes midair.

While she's doing this Ben grabs Jean whispering "Don't worry, it's me." In his alien voice but Jean recognizes it, having heard him in this form quite often. He then grabs Jean and phases her out of her confines, before putting her over his shoulder, making her protest quietly but Ben ignores this and turns the both of them invisible and intangible again, phasing right out the side of the factory and flies them to where Scott and Logan are lying. "Take care of them." Ben tells her, letting her down and flies back in the factory, landing near Rogue.

"You don't have enough power. No one does, I'm the Blob." Fred shouts at her and jumps at her from the pile of metal he landed on.

"Not so fast buddy." Ben says, quickly turning into what looks like a dinosaur (humongasaur) and catches him in a hands lock mid air and they try to overpower each other once Blob has solid grounds under his feet again.

"Hah, whatever you are you're no match for me." Blob shouts, being eye to eye with the dinosaur look alike.

"Spoke too soon." Ben tells him and grows in size, now barely being able to fit inside the factory and grabs Blob in one hand, lifting him up and throwing him through the roof, breaking it in the process. With his other hand Ben forms a small dome over Rogue so she won't be hit by the roof coming down.

After Blob went flying Ben shrinks again and transforms back into his human appearance, not having much trouble staying in it by now other than when he gets hit by strong emotions.

"You OK?" Ben asks Rogue, walking over to her and dusts off her top.

"What are you doing?" She shouts panicking.

"Sorry, I just thought you'd want a clean shirt." Ben replies shocked by her reaction.

"Thanks, but it's better you don't touch me, otherwise one of us will end up unconscious or worse." She tells him saddened.

"What do you mean?" Ben asks.

"I absorb people's powers and they always get hurt and lose consciousness by it, only when you grabbed me that one time my powers actually backfired and I think you overloaded me so to speak." She tells him.

"Sorry I didn't know, I thought you were unconsciousness because of Rogue's power and I didn't know that you can't turn it off and on." He apologizes.

"It's OK just don't touch me so casually." She replies and they walk out of the factory.

The others have arrived by now and Scott and Logan are awake again but still getting their Barings.

"You should be OK, I only took a short term power." Rogue tells Scott.

"You are like an angel Kate." He says recalling the line of their play.  
"My name's not Kate and I'm no angel." She says downcast.

"But you helped us, why?" Jean asks.

"I don't know, I just don't know." Rogue says and runs away with Jean trying to chase her but Logan stops her telling her "She ain't ready."

"Professor, do you mind if I see if she's alright? And can I talk to you later?" Ben asks him.

"If you think you can help her, go after her and I'm always here for you." He replies, getting a thankful nod from Ben who then turns into ghostfreak again and flies after Rogue invisible.

"Hey where is Ben?" Kitty asks noticing that he disappeared moments later.

"He had something to do." Xavier answers.

"Is he alright?" Kitty asks worried.

"It seems so, he may be even ready to join you at school soon." Xavier informs the group, making Kitty smile to herself.

* * *

Ben soon catches up to Rogue, who's walking down the street headed to her current home.

"Hey, mind if I give you some company?" Ben asks dropping down next to her in his human form.

"As long as you keep your paws to yourself." She tells him dejectedly.

"You mean these?" Ben asks concentrating and turning his hands into furry orange paws, making her chuckle in response.

"Sure, those especially." She tells him.

"Sorry if the others don't trust you or something, since I'm not in school yet I don't know what your guys relationship is." He tells her.

"They are scared of me, as am I of them." She replies saddened.

"Are you scared of me?" Ben asks her.

"Do you want an honest answer?" She asks.

"Yes." He replies.

"I'm scared of you, but with you it's more about what your powers do to me, not you yourself." She tells him.

"Good. I Don't want pretty girls to be afraid even of the human me." He tells her.

"Aha, that's why you couldn't keep your paws to yourself, you find me attractive." She teases him.

"I won't deny or confirm these accusations." Ben says playfully.

"But on a serious note, I wanted to ask you something." Ben says.

"And here it comes." Rogue sighs annoyed.

"Huh?" Ben asks confused.

"Here comes the I'm not like the others and you can trust us speech, trying to lure me to your headquarters so you can capture me." She says.

"Actually, I was going to ask if you want to see if we can touch, maybe the Professor can tell me why I'm overloading your powers and we can try to work something out, only if you want to though…" Ben offers.

"Seriously? You want to be able to touch me, why?" She asks stunned.

"I've been on the run for a while because of what my powers did to me, Kurt was also ostracized because of his powers, I'm trying to find a way to help you not suffer from yours anymore." He tells her honestly.

"Plus, such a beauty going un-kissed is a waste if you ask me." Ben teases her laughing at her expression.

"Anyways, all jokes aside what do you say?" Ben asks her.

"If you really think you can do it, then try but don't get my hopes up for nothing." She tells him, wiping the small tears threatening to come out of her eyes away.

"I'll do my best, but we may have to try some stuff out and I can't promise that you won't get overwhelmed again." Ben tells her honestly.

"As long as you promise not to do weird stuff to me when I'm out, I'm OK with it." Rogue agrees.

"Great, I'll see you around then." Ben says, turning into his blue alien (XLR8) and runs off, headed for the Institute.

* * *

That evening Ben approaches the professor and asks him to meet him in his office.

"So what did you want to talk about Ben?" Xavier asks the teen.

"I wanted to ask you if you can help me help Rogue. She told me that when she touches anyone they fall unconscious or worse and with me she said that I overloaded her causing her to fall unconscious meaning I should be able to touch her but I have to limit my powers for that to work." Ben says.

"Ben, I'm happy that you want to help a fellow mutant feel normal but I'm not sure how I can help you with that." Xavier replies with a thoughtful expression.

"I already thought about that, with a little help and I remembered that you told me that my power is somehow channeled through that planet you saw in your mind." Ben says, turning into his crab form.

"Yes." Xavier says wanting him to continue.

"I want to ask you to teach me how to filter out the energies, so I can maybe block some and reduce my powers to a few other forms and thereby not overwhelming Rogue." Ben explains.

"I see, yes well we can try this, however it might be painful and unpleasant for you because I would have to look into your mind and through it for the energies leaving a huge strain on your mind." Xavier explains.

"Yes, but I think in this form I should be able to handle it, though we'll have to wait and see I guess." Ben tells him.

* * *

AN: I'm going to go for a harem pairing, not sure if I'll add Jean though but for now I've planned Kitty, Rogue and Wanda to be in the pairing.


	4. Chapter 4

Over the next few weeks Ben has been training in singling out some of his forms with the professor, something which like Xavier predicted is a rather uncomfortable and painful experience. Ben records his sessions with the professor to better recall which energy is which, explaining it to the camera as a reminder.

During this time Ororo's nephew, Evan joined Xavier academy and together with him Ben started school a little under a week ago.

* * *

|school yard - lunch time|

"Go to Duncan Matthews party? No, I don't think so." Scott tells them, since Jean proposed the idea.

"Come on it might be fun." Jean replies.

"Matthews is a jerk." Scott tells her.

"No he's not, I'd go." Kitty says hoping to do something normal for once, still not too thrilled about being a mutant.

"No freshmen allowed." Scott informs her.

"Well Matthews is a jerk." Kitty then says crossing her arms disappointed.

"Half the school will be there. Suppose someone will get to close to Kurt, that holo-projector won't stop them from feeling his fur." Scott argues.

"Hey, chicks dig the fuzzy dude right?" Kurt argues, asking Kitty.

"I'm like so outta here. Later." Kitty tells them and leaves their lunch table.

"Oh yeah, she can't resist." Kurt jokes, throwing his hair back, making Ben grin at his joke while Evan is stealing everyone's milk.

"I'm trying to be serious here, look we go to Matthews party and suppose Dukes or Maximov try to start something. We're not the only mutants in the school you know." Scott reminds them, pointing at Blob and Quicksilver, Evan's former teammate who's joined mystique's group.

"Just the cool ones." Evan jokes high fiving Kurt.

"Come on Scott what's wrong with a little socializing?"

"I'm sorry, I just don't think it's a good idea." Scott replies.

"Why don't we just let the prof. decide?" Ben suggests.

"Dudes it's just a party, time to shake that tail." Kurt says hopping onto the table and doing a little dance during which his tail pops out.

Scott grabs his tail and yanks him back to his seat yelling at him "Watch the tail. See that is exactly what I'm talking about."

"You pulled my tail man." Kurt yells back.

"Do you know why they're fighting even harder now?" Jean asks Ben who's watching the spectacle from the seat beside her.

"Well getting your tail yanked is unpleasant." Ben murmurs thoughtfully, getting a intrigued look by Jean.

"Long story don't ask. And remind me not to try new forms while on a treadmill." Ben tells her, making her laugh.

"Lighten up dude." Kurt tells Scott.

"You're always goofing around." Scott replies.

"And you're seriously craping my style." Kurt counters.

"Listen…" Scott says.

"No, you listen there is a sound I want you to hear and it's…" Kurt says teleporting away making his familiar 'puff' sound and leaving in a cloud of smoke.

"Blew it didn't I?" Scott asks them.

"Oh yeah." Jean tells him with Evan agreeing.

"I'll go look for him." Ben offers and gets up, taking his backpack and leaves to search for his furry friend.  
Kurt teleported somewhere into the basement by accident and Rogue who was reading a book in the small yard close to the basement entrance hears a lound crash and smells smoke, so she goes to see what happened.

* * *

"Ugh, I've got to work on my re-entries." Kurt groans, having landed on a stack of boxes and threw them with himself to the floor, crashing his holo-projector.

"Who's there?" Rogue asks going into the basement and Kurt who doesn't recognize the voice tries to hide and teleports into a room with a sign hanging on it saying 'stay out'. Once he lands in the room he goes further into the room, which has multiple screens on it's walls and looks like it hasn't been used in a long time.

Unnoticed by him he walks through a light sensor and starts up the computer where a Spanish-looking teen appears and tells him that in 10 seconds the lab will self-destruct.

Kurt tries to stop the computer from self-destructing but doesn't have the expertise with computers, resulting in him getting blown out of the former lab by an explosion and flying right past Rogue, landing on a few boxes.

"Hey are you OK, what happened?" Rogue asks him.

"Lab, booby-trapped." Kurt groans.

"Lab?" Rogue asks herself and goes into the room to check it out.

"Woah, whatever this stuff was it's thrashed now. Except for this." Rogue says looking around the destroyed room and finds a weird machine with two handles and picks it up.

"What are you doing here?" Kurt asks rubbing his head and entering the room.

"Look who's talking, at least I didn't blow the place up." Rogue replies.

"Hey let go of that." Kurt then shouts, grabbing the device while it's still in her hands.

"Back off blue boy." Rogue replies angry. They struggle for control of the device until Rogue gets knocked back by Kurt, making her stumble with the device and accidentally press a button. The device then shoots something spherical at Kurt and he disappears in front of her eyes.

"He's gone." Rogue says shocked and drops the device.

Meanwhile Kurt lands in a different dimension somewhere in school and sees Evan and Kitty walk past him, talking about Scott. Kurt yells out for her and tries to grab her but his hand passes right through her.

Rogue after getting over the shock that Kurt disappeared takes the machine with a broom by its handle and carries it outside, where she tries to throw it in the dumpster but it falls out, landing right in front of Toad.

"Ohh, what's this." Toad says interested and picks it up.

"Don't touch it." Rogue yells at him.

"Why not?" He asks confused.

"Never you mind, just leave it alone." Rogue tells him.

"What's the problem, did little Rogue get into some trouble?" Toad taunts her.

"Trouble? No, there is just one less X-men to push us around." Rogue tells him, taking the gizmo and putting it in the garbage.

"Say what? You mean you toasted one of them goodie-goods with that thing?" Toad asks her, looking at it.

"Hey, just leave it alone. Got that swamp breath?" She tells him.

Toad however pick it up and hits a button, trying it out but upon hearing a sound coming from the machine he drops it and hops for cover. The machine lands in front of the garbage can and zaps it away.

* * *

A few minutes later Scott and Jean are walking through the school with Jean telling him to not be so strict with Kurt, when they see some kids running out of one of the bathrooms yelling about a blue demon and Scott rushes in, intending to lecture Kurt but can't find him and asks Jean to look for him telepathically.

Jean searches the entire school as well as the Xavier Institute but can't find him anywhere.

"I can't find him anywhere, it's like he doesn't exist." Jean tells him confused, unknown to them Rogue is standing around the corner listening in on them feeling guilty for making the Blue furred teen disappear. After hearing Jean confirm that Kurt is gone she runs away scared while Jean and Scott start a fight with Blob and Avalanche, thinking they are behind Kurt's disappearance. While all this is going on Toad is screwing around with the gizmo and zaps everything in Mystique's office as well as her car as payback for her chewing him out earlier today.

After Rogue runs away, she bumps into Ben, who's still looking for Kurt. Seeing Rogue run away in a panic he approaches her asking "Hey, everything OK?".

"Yes, why wouldn't it be?" She lies, out of breath.

"Well you're running like a pack of wolves is after you and you look like you want to cry." Ben tells her, standing next to her now.

"I'm so sorry, I can't lie to you guys. Kurt's gone and it's my fault." Rogue cries.

"Huh? I was just looking for him, what do you mean he's gone?" Ben asks her confused.

"We found this gizmo and he tried to take it away from me and in the struggle, he got hit by some blast and now he's vanished.  
"So, vanishing is kinda his thing you know." Ben tells her, putting his hand on her back supportively.

"Not like this it isn't. I heard Jean say she can't find him telepathically." Rogue tells him guiltily.

"Well, can you show me this gizmo then? Maybe I can figure out what happened." Ben suggests.

"OK, come on I threw it in the dumpster behind the school." She tells him and they take off headed for the dumpster. Once they arrive however, they see that the gizmo is missing.

"Curse that slimy mudball." Rouge says annoyed.

"Come again?" Ben asks.

"Toad must have taken it, he was here when I threw it away." She informs him.

"OK, let's go look for him then." Ben says and they take off together, looking for the hopping teen.

* * *

While they are starting to look for Toad the other X-men have already started to chase him after seeing him hop around Zapping stuff. After they chase him through the yard near the school Evan manages to catch him by throwing a spear sized spike at his suit, pinning him to a tree.

"What did you do to Kurt? You better tell us." Scott threatens the still hanging Toad.

"Wha… I didn't do anything." He replies scared.

"He didn't I did." Rogue tells them catching up to the group with Ben.

"Rogue, Ben?" Scott asks shocked.

"Just chill and let her explain." Ben tells him and Rogue leads them to the lab where she found the gizmo in the first place.

"If you've hurt him, I'm gonna…" Scott threatens her once she shows them the remains of the former lab.

"You start threatening me and you're never gonna find your friend." She tells him.

"Cyclops, shut up." Ben says, getting an angry look from the older teen but Ben replies by shifting his head into that of Rath and snarls at him threateningly.

"Guys, we've run a diagnostic on this thing. It seems like it sends of a steady pulswave that seems to disappear into thin air." Kitty tells the others, looking at the device with Evan.

"Well we figure that the pulse traps the crawler in another dimension." Evan tells them.

"OK, so let's thrash this thing." Scott says, making Kurt and Forge the creator of the device who was trapped in it a long time ago freak out.

"Everyone I'm gonna use full power, this could get messy." Scott tells them and puts the device on a chair, getting ready to blast it.

"You know I could just phase through the gizmo and quietly short it out." Kitty tells him.

"Wait a sec, before anyone does any destroying let me take a look at that thing." Ben stops them and moves over to the device.

"What is that going to accomplish?" Scott challenges pissed that Ben took Rogue's side.

"It can't hurt to let him try." Jean tells Scott, stopping him from blasting the device.

Ben gives her a thankful nod and shifts into one of his smartest forms, a little grey alien lookalike (greymatter) and hops onto the chair with him only being as tall as the gizmo.  
"Wait, who is that little guy?" Evan asks confused, not knowing Ben's powers yet.

"That's Ben, he can take different forms which have different kinds of abilities." Kitty explains to him while Ben is looking over the device giving an understanding nod or grunt every so often.

"OK, we just have to reset the device and Kurt should be able to exit the other dimension. Good job figuring that our by the way." He tells them before hopping off the chair and turning back to his human form.

"I don't trust you, I still think blowing it up is the best way to go." Scott tells him when suddenly Kurt appears, wearing a contraption made by forge, letting him appear before them shortly.

Kurt quickly says "Reset, don't d…"

"He's still alive after all." Rogue says relieved.

"What was he saying?" Jean asks.

"He said Reset, don't. So don't reset it, he wants you to blow it up." Evan says.

"I don't know, it sounded more like a warning to me." Scott says thoughtfully.

"If he wanted us to blow up the sucker why didn't he just say don't reset instead of reset and then don't. I think Ben might be right after all." Scott adds and looks for a button saying 'restart and presses it, causing a bright light to be emitted by the device and open a gateway into the other dimension.

"Come on, teleport through." Scott tells Kurt and the other kid appearing in the gateway.

"Hang on." Kurt tells Forge, who then stops him saying "Crap, we can't the battery has run out."

"What now?" Kurt asks his friend.

"I don't know, we'd need another power source but the portal is already closing." Forge tells him.

"Guys, step back, I think I can help them." Ben says and closes his eyes, concentrating, trying to recall a certain form he stumbled upon by accident and steadily his skin turns purple while his hair begins to glow in a bright pink.

"What, is this a light show or something?" Avalanche asks arriving in the basement with his companions.

"Buy me some time." Ben tells the others and concentrates on using his magic powers to keep the portal open, telling the two on the other side "Hurry up, I can slow it down but it still won't hold for long."

"Rogue, mystique send us to find you. So you with us or them?" Avalanche then tells the brunette with a white strand.

"Mystique? You're working for her?" Scott asks her accusingly.

"Listen Summers, you got your friends, I got mine but this ain't my fight." Rogue tells them and leaves the basement.

The X-men then start to fight against the others with Jean and Scott facing off against Blob, while Avalanche tries to take out Kitty and Toad goes for Spyke. Jean and Scott manage to stop Blob for now by throwing him over, yanking out a piece of floor right from under him while Kitty just phases through the wall Avalanche wanted to throw her into with his rock powers. And Toad gets cocky, jumping at Spyke, who side steps him and erects a wall of spikes, where Toad is flying at, making him hit his head.

While this is going on, on the other side of the portal Forge manages to patch in the car Toad zapped into their dimension into Kurt's device and he gets enough power to teleport them out of the dimension with his principal's car, driving right into Blob, who then throws the car to the side and crashes the device, making them retreat since they have no reason to fight anymore.

* * *

Once they're gone Ben slumps down against a wall, exhausted.

"Man, that was wicked, I didn't know you could to that." Kurt says hopping over to him, patting his shoulder.

"I can't, that's why I'm like this now." Ben groans in reply.

"Sorry I doubted you." Scott apologizes to him.

"Don't worry, you were just pissed I defended Rogue. Where is she anyways?" He replies.

"She left once mystiques troupe showed up." Jean informs him.

"I see." Ben says, standing up wobbly.

"Here, let me help you." Kitty offers and puts his arm around her shoulder, supporting him and receiving a weak thank you.

Once they are out of the basement everyone goes over to Scott's car while Ben sees Rogue watching them from behind a tree and asks Kitty to help him over there. She complies while not happily and they walk over to the hiding brunette.

"Thanks Kitty, you can just put me down here." Ben tells her, sitting down against the tree.

"are you sure?" She asks eyeing Rogue carefully.

"Yes, thank you." Ben tells her and she goes back over to the rest of the group, who's offering Forge a place at the Institute but he tells them that he wants to look for his parents first and leaves, heading to his old address to check if they still live there.

"What is Ben doing over there?" Evan asks, looking over at Ben.

"I don't know he wanted me to put him down there." Kitty replies.

"Should we wait for him?" Scott asks.

"Nah, that guy'll manage to get back home." Evan says and hops into Scott's passenger seat yelling "Shotgun, only to be levitated out of the seat and put in the backseat by Jean, who gets in the front seat with the rest squeezing in the backseats and they then take off headed home to the Institute.

"You don't want to go with them?" Rogue asks him, breaking their silence with her leaning against the tree while he's lying against it.  
"Nah, look up. It's a beautiful night." Ben tells her.

"I guess." She agrees, laying down to his left, with enough distance between them so they don't touch accidentally.

"Look, I'm sorry about what happened today, it really was an accident." She apologizes.

"Hey, I don't doubt you. And you have no reason to apologize to me or anyone, well maybe to Kurt but that's your call." Ben tells her.

"So, why didn't you fight with the rest of mystiques troupe? Aren't you part of them?" Ben asks her curiously.

"Somewhat, look Mystique is the one who brought me here but that doesn't mean I'm just gonna do whatever she wants from me." Rogue tells him.

"Hmm, so it wouldn't be a full-fledged Romeo and Juliet story if we got together huh?" Ben teases her.

Rogue responds with silence and a blush on her face, which she is glad he can't see.

"I was just joking." Ben tells her, worried she is angry.

"Yeah, yeah. Like I could ever have a romantic story with this curse of a power of mine." She responds sadly.

"Rogue listen I've made some progress with my idea of how you can touch me. I'd offer for you to try it now but I think you'd just knock me out with how drained I'm right now." Ben tells her chuckling.

"Are you serious?" She asks stunned and sits up, looking down at him.

"Hey, I told you I was going to work on it." He tells her with a small smile.

"I didn't think you were serious though, or at least couldn't pull it off." She says.

"Well thank you." Ben laughs.

"You know what I mean." She says.

"Yeah and it was hard but if my theory is correct it should work, if you like we can try it soon. Just tell me when you're ready to find out." Ben offers, sitting up himself now with some of his strength returning.

"Thanks, I will." She agrees and gives him a brief smile.

"You know, you should smile more often. Your smile is gorgeous." He tells her flirtingly before he turns into the blue form she's seen before and takes off quickly, but she can still see a streak following him because he isn't as fast as usual.

"I'm looking forward to finding out if you've managed to do the impossible." She says hopeful and gets up heading home herself.

* * *

AN: Should be obvious by now that I'm going for first pairing Rogue, probably Kitty second and then I'll have to see. Don't recall the details of what happens in the episodes.


	5. Chapter 5

The X-men are training in the danger room, simulating a rescue and recovery mission.

Kitty phases through the floor behind Ororo dressed as a guard and sprays her, saying "North perimeter secure." Over her com.

Evan, who is on the other side, hanging from the warehouse they are infiltrating with his spikes, releases them and drops down behind Logan dressed as a guard, also spraying him, telling the others "This guy's catching Z's. Uh I mean South perimeter secure."

"OK, let's make it a clean rescue." Scott says and he teleports into the warehouse with Kurt, relying on Jean to catch them mid-air with her telekinesis.

"Man, you guys are heavy." She says and slowly lowers the two of them further down while she's standing on the roof, looking through its windows.

Scott then uses his laser to free the supposed Storm, who's lying on the floor chained to a beam.

"Which one of you has been putting on weight?" Jean asks struggling to keep them floating.

"It's Nightcrawler, burgers seven days a week will do that to a fellow." Scott replies.

Unnoticed by Jean a disguised Ben climbs up the warehouse behind her.

"Hey, what are you doing here?" He asks, turning her to face him.

Jean loses her focus, making Scott and Kurt fall down to the warehouse floor, tripping the light sensors on their way down.

"Let's grab her and port out of here." Scott says, grabbing the lying persons arm only for it to be a Rogue replica, grabbing his face and absorbing his power saying "Gotcha." The Rogue look-alike shoots Kurt with her laser eyes and Scott yells "Hold it, stop the simulation."

"Scott, you're never to stop a simulation unless you're hurt." Xavier says disappointed.

"Trust me that hurt." Kurt remarks from the sidelines.

"Why is Rogue in this training? She was not part of the briefing." Scott asks.

"And why is Ben playing a guard?" Jean adds.

"Simply the element of surprise, so expected it on every exercise. Well we're finished, so get to school." Xavier tells them.

* * *

Jean and Scott hurry to school, to help their teacher prepare the bus for the trip they are going on.

On the way to the group, collected at the bus Jean and Scott discuss the simulation.

"So he threw you off your game by sticking Rogue in a simulation, what's the big deal?" She asks him.

"Me freezing up isn't the problem." Scott replies.

"What then? Because he chose Rogue?" She asks.

"Yeah, I guess. Look how can we pretend she's the enemy while we're trying to convince her she's our friend. If we can't think of her as a friend, she'll never want to join us." Scott says.

"Hey, it was only a simulation Scott, nobody will stop trying with Rogue and remember we train against Ben as well and he's our friend." Jean tells him, pulling him along to the bus.

Unnoticed by them Principal Darkholme was listening in on their conversation and hurries to the gym, where Rogue is currently training a few marital arts moves.

Rogue falls down, overestimating a jump and hears voices coming from behind the gym. She moves over to the blinds and pulls them down slightly, seeing Scott and Jean packing up the Bus.

"Principal Darkholme." Rogue says surprised by the older woman appearing next to her.

"He's never going to be your friend. You know that." Darkholme tells her.

"Who, Scott? I ain't interested in him." Rogue replies and moves over to a punching bag and starts hitting it.

"Really? Tell me dear have you forgotten how Mr. Summers and his friends attacked you?" The principal asks her.

"No, it's just that…" Rogue says stumped.

"Just this morning I overheard them discussing simulated battle exercises with you as their target." Darkholme informs her.

"Why, why would they do that?" Rogue asks shocked.

"I think it's time you are reminded just who your friends really are. Enjoy the field trip dear, it should prove most enlightening." Darkholme says, putting down a bag pack for her and leaves to inform the teacher about the change of students, with Rogue going on the trip instead of Jean.

After being informed by the principal the teacher goes over to Scott and Jean and tells her that she can't come because of her absent days and that she's being replaced by Rogue.

While everyone of the students is in school Professor Xavier gets a visit from Magneto who is disappointed in him since none of the students know the real identity of their principal.

* * *

On the school trip most of the students are talking amongst themselves, save for Rogue and Scott. The teacher soon gets worried however because of the bad weather and informs his students that if the conditions continue like this they'll have to turn around.

Further down their road to the caves the school bus starts sliding because they hit an icy spot in the small road and its threatening to fall off the mountain they're on. Scott manages to stop the bus before it goes over however by shooting his laser to clear the ice on a part of the road for their tires to grip and the bus comes to a stop, making the pupils inside sigh out in relief.

"Everybody OK?" The teacher asks them.

"Yeah, but now what?" One of the students asks.

"We head back." The teacher replies and tries to drive them back but they are stuck.

"Mr. Rebestky, why not take our snow mobiles to the cave and wait out the weather there?" Rogue asks him, making everyone agree with her idea.

The teacher gives in to their demand and they pair up in two and drive to the cave. Along the way Rogue challenges Scott to a race and nearly makes him go off a cliff, leaving him stunned at why she would do that.

"No trophy's for second place." Rogue tells him cockily, waiting at the entrance.

"How does a southern girl like you know how to handle a snow mobile?" Scott asks.

"Let's just say I'm full of surprises." She replies.

* * *

|Xavier mansion|

"Why not tell them the truth?" Logan asks Xavier.

"How do you tell students that their principal, whom they are supposed to respect and their enemy are one and the same?" Xavier replies.

"look if there is anything those kids are used to doing it's keeping their cool and keeping their secrets. They'll deal with it trust me." Logan tells him.

"Trouble is brewing, a blizzard in the mountains." Storm informs the two men coming into the room with Jean and Ben in tow.

"The geology club left for their field trip up there this morning." Jean adds.

"Jean I thought you were going with them." Xavier says surprised.

"Yeah, so did I but I found out that Darkholme kicked me off the last minute to make room for her little Rogue." Jean informs him.

"Rogue? You're right. Trouble is brewing." Charles agrees.

"Why do you think there is something going on?" Ben asks.

"Nevermind, I'll tell you all later for now Logan, Storm lets get the X-wing ready." Charles tells the two adults.

"Wait, wait, wait if Rogue's in trouble I'm coming with." Ben says and goes ahead of them leaving no room for questions.

The four of them quickly get in the X-wing and take off, headed for the mountains the geology club is visiting.

* * *

|caves|

"Ok, we're stuck here so might as well make the best of it. In review, metamorphic rock, question what has altered it from its original state? Answer heat, pressure or chemical change. It was one thing but now it's another, a mutation. Now look over here." The teacher informs his students and leads them further into the cave other than Scott, who notices Rogue slip away and follows her.

Scott follows her down a path, stopping once he almost falls into a deep chasm.

"Rogue?" He shouts out, trying to locate her with his flashlight and finds her standing behind him.

"I need to know Scott, what is it you want from me?" Rogue asks him.

"I, I don't want anything except maybe your friendship." Scott replies.

"Know what I want? The truth. Am I a target for you and your X-freaks?" She demands to know.

"We, uh…" Scott stammers.

"It's true isn't it? I know all about your battle simulation, the one where I'm the enemy. Is Ben also in on this?" She asks going away a few steps.

"Rogue, wait it's complicated. We're not who you think we are. We never tried to hurt you, you've been lied to. We want you with us." Scott tells her.

"Yeah? Well sorry, not interested." She tells him stomping off until she bumps into one of the kids from the bus.

"Hey, everything alright?" He asks the two.

"Paul here's your friend but I bet you never practice fighting him." Rogue says.

"I'm afraid you'd lose that bet Rogue. Hello Scott, are you more surprised to see me or me?" Principal Darkholme says, dropping her disguise as Paul and then her disguise as Darkholme to reveal Mystique.

"Principal Darkholme, you're Mystique?" Scott asks shocked.

"Something Professor Xavier neglected to tell you, nice of him wasn't it. You have no idea what he's been hiding from you. Let me fill you in, you X-men are nothing but puppets for Charles Xavier and I am a sharp blade cutting your strings, just so I can watch you fall." She tells him and pushes him off the ledge.

"No, Scott." Rogue screams running over to the chasm.

"Why did you do that?" Rogue asks Mystique.

"I am protecting you dear. From his lies. He only wants to hurt you like Charles Xavier and all the other X-men, including Ben." She replies.

"And you don't, what did you do to Paul?" Rogue asks angrily.

"Let's just say he missed the bus due to a little miscommunication. Now let's rejoin the others and break the tragic truth." Mystique answers turning into Paul and offering her his hand.

"No more secrets." Rogue yells and takes off her glove, grasping Mystiques wrist and starts to absorb her powers as well as her memories, seeing her talking to her foster mother, turning into the X-men to scare her and talking to Magneto.

Mystique collapses for a short time after getting her powers drained and Rogue realizing that Scott and the X-men were telling the truth says, "Oh Scott, I'm sorry." And moves to the chasm, jumping down it upon seeing him hanging from a ledge further down. She pulls him onto the ledge.

"Thanks for the lift Rogue." Scott thanks her.

"Don't thank me yet." She says looking up and seeing a huge boulder headed right at them curtesy of Mystique.

They jump off the ledge to avoid being crushed and land in the small river running beneath them, which is leading into a waterfall.

Scott shoots part of the wall, creating a room for them to hang on to and grabs it, telling Rogue "hang on to me." And he manages to drop them down on a ledge sprouting beneath them with her hanging on his back, only for the ledge to crumble and they tumble down the steep cliff, landing on an ice bridge with Scott hitting his head.

* * *

|with Ben|

Shortly after they assembled in the X-wing Ben asks the professor "Do you mind if I go ahead?"  
"No, please do. If mystique made her move, she must be growing desperate."  
Xavier replies mumbling the last part mostly to himself.  
Ben wastes no second, transforms into a dragon like bird with jet thrusters on his wings and opens the door of the x-wing. He jumps outside and quickly takes off with only a green streak showing which way he went.  
A few seconds later Ben lands in front of the caves the class were going to visit and transforms into his crab-like form and searches for Scott and Rogue telepathically with his heads armor plate splitting open, revealing his enormous brain.  
Once he finds them Ben transforms into a blue mothlike being and flies in the direction of their location using his ability to phase through part of the mountain separating him from his friends.  
Not long after, Ben reaches the two teens and sees Scott lying on the ground, looking unconscious on the ice bridge hovering over a massive abyss with Rogue kneeling next to him, trying to wake the brunette teen.  
"What happened to him?" Ben asks dropping down in his mothlike form and shifting back to human.

"Ben, am I glad to see you here." Rogue says.

"Mystique is after us, Scott hit his head when we fell down here." She tells him.

"Scott, hang on. Ben's here now so we might get out of this alive." Rogue says to the barely conscious teen.

"Thanks for the pep talk." Scott replies sarcastically.

"Rogue thanks, you saved my life." Scott thanks her.

"I owed it to you, Mystique had me pretty mixed up. Her mind is a tortured mess, but I saw enough to know that you're not my enemy. But I thought she really cared about me." Rogue says.

"Maybe she does." Scott replies before losing consciousness.

"Jo Scott, stay with us dude." Ben says kneeling on one knee next to Rogue, who's supporting Scott's head with her gloves on.

"Will he be OK?" She asks Ben worried.

"He'll be fine. The professor should be here soon. You did good Rogue." Ben tells her, patting her shoulder appreciatively.

They get interrupted however by Mystique, who's shifted into a wolf, coming down the mountain, stalking them like prey.

"It's Mystique." Rogue says scared and drags Scott further into the middle of the bridge to get away from the wolf.

"Let me handle this." Ben says and shifts into a wolf-like form with a weird snout which can be opened four ways.

The two wolf look alikes growl at each other and Mystique makes the first move, jumping at Ben, clawing for him and hits him in his side, trying to get past him at Rogue. Ben retaliates by grabbing her by the tail and yanking her back away from Rogue and Scott and punches her on the snout.

Mystique jumps back, growling more furiously at Ben and Ben readies himself for her next attack, hearing that the X-wing is almost at their location, lead there by Xavier leading them to Ben's location since they can't see much with the whiteout, they are in.

Mystique jumps towards Ben, trying to hit him head on and get in a bite, Ben acts on instinct and his snout claps open. He howls and shoots her flying back with the soundwaves he emits. The soundwaves however also weaken the ice bridge they are on and it's starting to crack. Mystique rebounds quickly, turning into a hawk and preparing to attack Rogue, flying right past Ben but retreats once the X-wing appears just next to the bridge with Logan appearing in its door, snarling at her.

Ben takes this chance to retreat and runs on all fours over to Rogue and Scott, picks up the unconscious teen with one hand and yells at Wolverine to get out of the way.

Ben scoops up Rogue in his other arm, being able to lift her easily with his larger size and jumps over to the hovering jet moments before the bridge collapses.

Once in the jet Ben hands Logan Scott, who quickly straps in the unconscious teen before going back over to the shivering Rogue and Ben asking, "Where is your allegiance kid?"

"Logan." Ben snarls not delighted that he's bothering Rogue while she's still confused and scared.

"If I don't say you, will I get thrown out of this yet?" Rogue asks scared, shivering from her prolonged exposure to the cold.

"Nope, not our style, we've either earned your trust by now or we haven't plus I don't want ghost boy over here to go haunting my ass." Logan tells her pointing at Ben, who's now turned back human.

"You." Rogue says, after looking at Ben for a moment.

"Welcome to the X-men" Logan says giving her a smile and shaking her hand.

"Logan, give us some space would ya?" Ben asks the older man who grunts in reply and moves back over to Ororo, who's checking on Scott while Xavier pilots the jet.

"Sorry about Mr. grumpy guy, he is a little to protective of us." Ben tells Rogue, who's still cowering in a corner because she's so cold.

"Here, hold on." Ben says, sitting down next to her, cross legged and concentrates for a few seconds, shifting his hands and lower arms into that of his magna form which can produce fire.

Logan sees this and yells "Bub, if you burn anything in here, you'll have to work it off after I'm done kicking your ass."

Ben ignores him and moves his hands close to Rogue, careful not to ignite a flame, so he doesn't burn down the X-wing with them still on it.

"Better?" He asks her, hovering his arms over her body, changing locations every few seconds.

"Yeah, thanks. Didn't know you were such a hottie." She replies with a playful wink, making him lose control for a second and a flame ignites on his hand, singeing part of his muscle shirt, before he claps it out, quickly turning his hands back human.,

Rogue laughs quietly at the scene and Logan threatens "Why do I smell smoke Bub?"

"Would you cool it. It's a wonder my clothes haven't been burned up completely already." Ben tells him before turning his hands back to lava and continue warming the brunette, who at the mention of his clothes gives him a quick one over, liking what she sees.

"Sorry." Rogue apologizes quietly.

"Don't worry about it, you were only telling the truth after all plus this won't be the last time, I'm ruining these clothes." Ben tells her jokingly, making her grin.

"You know kid after you're done drying her you can get to work on Scott." Logan tells Ben, coming over to him.

"What am I your own personal heat dispenser?" Ben asks irritated by the older man, he's grown to like after he taught him a lot in regards to staying cool-headed no matter the situation and meditation.

"I'm OK now Ben. Maybe you should really help Scott now." Rogue says, getting up and giving him a thankful nod.

Ben goes over to the other teen, lying in his seat grumbling "Everyone bossing me around, using me as a common heat lamp."

"You know, in a way you're already the most powerful out of us all." Logan tells her.

"What do you mean?" She asks not knowing what he is talking about.

"Kid's clearly got a thing for you and he could whoop anyone's ass hands down once he's got a little more training and experience under his belt. But don't tell him I said that." Logan says while Rogue watches Ben who's warming up Scott.

"Who tell hell put a blanket on him?" Ben shouts annoyed once he causes the blanket to catch on fire due to his heat and Storm has to put out the fire quickly.

* * *

|That evening – Xavier Institute|

"It's the same as lying to us, we had a right to know who our principal really was." Jean says after Charles told everyone about Mystique.

"Yeah man, what did you think we were gonna do? Go after her?" Kurt says while everyone else agrees, other than Rogue who's holding back and Ben who only started school and doesn't really care.

"Man, we know better. She wants to play like nothing's going down, so can we." Evan says.

"It's like we were playing with fire and didn't even know it." Kitty says.

"Rogue?" Charles asks wanting to include her.

"It's not my place." She says.

"Sure it is, you're part of the family now." Kitty tells her.

"Yeah girl, tell us what you think." Evan agrees.

"Well, I think. No I've learned that honesty is very important between people you care about. At least it is to me." She says.

"You're all right. I must apologize for keeping this secret from you, but please understand there are many challenges in your future. Secrets, elements of surprise. Some you're ready to deal with, some you're not. In the future I'll try to determine better which is which." Charles tells everyone.

"Thanks professor, we're all in this together. It's nice to know we've all got something to learn. That's what makes us X-men." Scott says and soon after their group discussion everyone leaves for their rooms, talking amongst themselves.

"Hey Rogue, wait up a second OK?" Ben says stopping the brunette teen as he walks over to her.

"What is it Ben?" She asks him.

"Well, despite it being an eventful day, I think you should have a welcome present from me, meet me at my room in a few." He says and goes on ahead while she's going to hers and Kitty's room wondering what he's talking about.

"Hey there roomy. Earth to Rogue?" Kitty says seeing her new roommate enter their room spaced out.

"What… Sorry." Rogue says snapping out of her thoughts.

"What has you so lost in thoughts girl?" Kitty asks, sitting down on her bed with Rogue doing the same on her new bed.

"Ben said he wants to give me a welcome to the X-men present." Rogue tells her.

"Man, why didn't I think of that, wait I never got one." Kitty says.

"So it's not usual for the newbie to get a gift?" Rogue asks.

"I don't think so, but I guess I can already figure what he's talking about." Kitty says thinking it over.

"Anyways I better head over to him, he's waiting on me." Rogue says and leaves the room with Kitty telling her "You're lucky, you know that. I wouldn't mind him fawning over me like he does you." Kitty tells her, lying down on her mattress.

Rogue makes her way over to Ben's room and knocks, hearing him say enter.

She enters the room and looks around his room, seeing a few weird looking devices leaning on the wall and a few papers scattered on his table, other than that the room is pretty much the same as everyone else's.

"Sorry, don't mind the mess or that stuff." Ben tells her motioning to the wall with the devices.

"So, why am I here?" Rogue asks unsure as she sits down on the edge of his bed, in front of him while he's in a meditative pose on the floor.

"Well, like I already told you, I might have found a way for you to be able to touch someone, well me." Ben tells her.

"Yeah, so you said it was a long shot." She replies.

"True, but still I thought what better way to welcome you than with what you've been missing." Ben says and extends his hand to her.

"Trust me." Ben says and removes her glove with his other hand and lightly grasps her wrist, leading her hand close to his, so she only has to grab him.

"I don't know." Rogue says scared of what might happen.

"Rogue, if we don't try I won't be able to try and figure out a way to make this work. Look, I know you're scared but please, just trust me." Ben tells her honestly.

"OK, here goes." Rogue says and takes his hand, squeezing her eyes shut expecting something to go wrong and for either of them to get hurt.

After maybe 5 seconds of contact she opens her eyes, asking "Ben are you OK?", feeling her absorb his powers.

"Yeah, but I think we might have to wait longer to see if I succeeded." Ben tells her and they sit there in silence for maybe 40 seconds at which point Rogue decides to be bold and takes of her other glove

With her teeth and takes his other hand.

After another minute with Ben checking his watch to see how things are going He stands up and sits down next to her saying "I can't be completely certain but it looks like it works, doesn't it? How long does it usually take for you to affect someone?" Ben asks her with a wide smile on his face.

"Only 3 seconds I'd guess. We're almost at 3 minutes." She says excitedly, checking his watch.

"Ben, this is…" She says, tears swelling up in her eyes.

"Everything OK?" He asks concerned, one hand leaving hers to wipe away her tears.

"It's perfect." She says softly and leans in, closing their distance quickly and kisses him sensually, never wanting the moment to end.

Ben doesn't waste any time and replies to her kiss eagerly, never having kissed anyone before due to him flying about as a ghost.

"Ben, I don't know what to say, honestly. How?" She says gratefully, once they break their kiss.

"It involved a lot of let's say challenging training with the prof after hours." Ben informs her, giving her a peck on her nose.

"Oh Ben, you really have no idea what this means to me." She says tears welling up in her eyes again.

"It's all OK now. This won't go away any time soon." Ben tells her, squeezing her hand.

"How long do we have now anyways?" Rogue asks, looking at Ben's watch and sees that around 15 minutes have passed.

"Looks like it's working. If there was a problem, it should've shown itself by now." Ben says.

"Yeah. But I guess I better get back in my room or Kitty might organize a search party for me." Rogue jokes.

"Yes, you might be right." Ben agrees and let's go of her hand as they walk to his door.

"Look Rogue, I'm guessing you already know that I like you, but I want you to know that this doesn't mean that I expect you to reply to my feelings or anything I just want you to have something normal back." Ben tells her as she's standing in his opened doorway, looking back at him.

"I know that Ben, let me just respond with this. See you tomorrow, boyfriend." Rogue tells him, pulling him in by his shirt quickly and gives him a brief kiss before she goes over to her room's door with a light bounce in her step while Ben is going over what happened in his mind quickly while watching her leave. Once she's out of sight he closes the door and lies down on his bed smiling to himself.

"Boyfriend." He replies happily.

When Rogue enters her room, she sees Kitty waiting for her.

"What took you so long?" Kitty asks.

"It worked." Rogue replies almost in a whisper.

"What?" Kitty asks not having understood her.

"It worked, I was able to touch him." Rogue says happily, a smile on her face as she goes over to the other girls' bed happily.

"That's good, and I don't want to burst your bubble, but can you please still be careful around me?" Kitty asks, pulling away her hand just before Rogue accidentally touches it because her gloves are still off.

"Oh, I'm so sorry." Rogue apologizes and quickly gets off her bed, going over to her own.

"Don't worry, I'm happy for you. So, you still didn't answer me what took you so long?" Kitty replies.

"We wanted to make sure it wasn't just a fluke and kept contact the whole time, 15 minutes, can you believe it." Rogue says ecstatically.

"So you were holding hand for 15 minutes?" Kitty asks.

"Well we started with holding hands, but… ah you don't need to know all this." Rogue says.

"Yeah well, your face says it all and please be careful with him. I know he might appear confident and cocky but he's really just a kind-hearted sweetheart deep down." Kitty tells her.

"What makes you say that?" Rogue questions.

"Just trust me on this, other than the teachs I've been the one he spend most of his time with, since he helped me train my powers." Kitty informs her.

"OK, thanks I'll keep it in mind." Rogue thanks her and gets ready for bed while Kitty thinks to herself 'Man I'm really Jealous of her, she had to go and snatch up the only guy worth dating around here.'

* * *

AN: trying to put in a few amusing scenes since Ben originally is always the joker, let me know what you think.


	6. Chapter 6

|two days later|

Evan, who's still new in school received his first grade. He got a D because it was a report on the starwars project, and he turned in a paper about the movie saga Star Wars. The teacher showed compassion for his misunderstanding and tasked him with a new project to make up for the grade. He wants Evan to film whatever is important to him and do a report on what his generation considers important.

Looking for some inspiration Evan decides to wait for Rogue and Kitty to leave their class, knowing their schedule and the fact that both girls have the same course.

"I didn't swipe your stupid novel." Rogue tells Kitty as they come around the corner, leading to the hallway Evan is waiting in.

"Oh right, and I suppose it got into your gym locker by accident." Kitty challenges her, waving her finger at Rogue.

"You loaned it to Kurt and he loaned it to me. I was gonna give it back." Rogue tells her and starts to walk again with Kitty trying to run past her, to continue her complaining when she bumps into a taller, good looking guy and knocks his papers out of his hands.

"Oh, sorry could I be any clutzier." Kitty apologizes.

"It's no problem." The teen replies and starts to collect his papers with Kitty helping him and Rogue standing by annoyed at Kitty's change of attitude ever since she came to live with the X-men.

"And enter the love interest." Evan says into the camera, recording the girls the whole time and seeing Kitty blush once she sees the tanned boy.

"Here you go." The guy says handing Kitty the last of the books she dropped.

"Oh, thank you Jason." Kitty says happily, making Rouge scoff at the sidelines.

"It's Kitty right?" Jason asks.

"Yeah, Kitty, that's right. Hi, Oh I already said that. What are you doing?" Kitty mumbles.

"Hanging posters, auditions for the school play are tomorrow night. Hey, you're going to try out right?" Jason asks her.

"We need girls who can sing and dance." He tells her.

"So like what part do you play?" Kitty asks embarrassed.

"I'm the male lead." He tells her.

"You're going to be Dracula then yeah, sure of course I'm totally going to try out." She agrees.

"Great, then I'll see you tomorrow." He replies and continues hanging his posters.

"And just when I thought you could not get possibly more pathetic." Rogue says.

"At least I've got a hope of getting cast. Unlike you." Kitty challenges her.

"Think about it, I was made for this play." Rogue replies and notices Evan filming them. "Hey, what are you playing at porcupine?" Rogue shouts annoyed.

"It's cool I'm just doing an assignment for class." Evan tells them, walking over to the girls.

"I better not see my face on that tape or they are going to call you spike-less." Rogue threatens.

"Hey, don't worry about it, so are you guys going to audition for this?" Evan asks them, pointing at the posters.

"Well I am." Kitty says proudly.

"Yeah, me too." Rogue says, not wanting to lose to Kitty.

* * *

As soon as school's over Evan starts to film himself while he's skateboarding around the city, doing some stunts here and there.

Unnoticed by him however, Sabretooth an old nemesis of Wolverine is looking for the adamantium. Sabretooth spots him while he's skating through town and smells Logan on him with his animalistic senses, so he decides to follow the teen.

Once Sabretooth catches up to him, by piggybacking on a bus he jumps at Evan, knocking him over and down an alley and snatches his camera. He quickly looks through parts of the film and sees footage of Logan Entering the Xavier Institute, which was filmed by Evan through a school window.

He leaves a quick thank you message on the camera for Evan and prepares himself to attack the Institute.

* * *

Later that day Ben knocks on Rogue and Kitty's door after he finished a training session with Logan.

"Come in." Rogue says and Ben opens the door, walking in.

"Hey Rogue, I just wanted to …" Ben starts to say until he sees Rogue and Kitty both sitting on their respective beds, facing away from each other with a frown.

"wanted to what?" Rogue asks, not moving much other than glancing over her shoulder.

"Nevermind that, what is going on between the two of you?" Ben asks them confused.

"Don't worry, just some friendly competition." Kitty cuts in.

"Doesn't look that friendly to me, either way I was going to ask if you have plans tomorrow Rogue, I thought we could maybe go on a date somewhere." Ben asks her.

"Sorry, tomorrow is an audition for a school play, that's what Kitty and I are competing over." Rogue replies.

"OK, another time then. Kitty, you coming for your training or are you going to skip?" Ben asks the other girl in the room.

"Yeah, I'll be right down just give me a second to change." She replies.

"Wait, you're going training? Maybe I should come along. I mean its possible that in a fight I'll have to give ponytail a tap and use her powers as well." Rogue says.

"Sure, sounds great. Kitty, what do you think?" Ben agrees.

"She's your girlfriend so it's not like I can say no." Kitty grumbles.

"Okay? See you in a bit then." Ben says unsure of how their training will pan out.

A few minutes later the three of them are on the field of the Institute on a course Ben build with Professor Xavier's OK, by using his different elemental forms to erect a wall or a crystal construct and so on.

"So, what exactly are you doing for this training?" Rogue asks them.

"Just watch for now." Ben says and asks Kitty "You ready?"

Getting a nod in confirmation and Kitty takes off, running right through a wall and continues to run through the obstacle course. Ben waits a few seconds and then shifts into his ghostfreak form and takes off after her. The two do one lap around the parkour and stop infront of Rogue with Kitty huffing slightly while Ben is floating about without any visible problems.

"So what is this a race with phasing through stuff?" Rogue asks them.

"Yeah, that is one part of our training, the second one is what I like to call instinctive phasing. Basically we either fight eachother, throw stuff at one another, try to touch the other one or try to steal something from eachother by phasing and we have to instantly determine whether what is coming is dangerous or not, it should help while in public. I don't know if it actually helped much in daily life but it's good training either way." Ben explains.

"OK, I think I understand. Let's start with the other training." Rogue says and takes off his glove to give Kitty a tap and copy her powers. "Here I come." Rogue says and jumps at Ben, trying to kick him, He dodges by phasing through her. Ben then swings at Rogue and she phases through the attack and tries to hit him in his stomach by swinging at him still phasing until his punch is completely through her and she reappears.

Ben gets caught of guard and takes the hit. Rogue quickly adds to it, by grabbing him by his shoulders and turning him around and locking her lips with him, surprising the boy completely. Ben can see over her shoulder during their kiss and sees Kitty scoff and look down disappointed.

"Rogue, actually do you mind if Kitty and I do training alone? I think she feels left out now that we're dating and needs some one on one time away from your competition." Ben asks her, breaking the kiss.

"Hmpf, don't tell me you're choosing miss giggly pony tail over me." Rogue says annoyed.

"Come on you know that's not true. But look this is her and my thing and I don't want my girlfriend and my best friend to fight because of another competition, one I could have stopped. Plus it's not like you even need the training, most of this is for everyday stuff so Kitty won't have to worry about phasing through a handshake or stuff." Ben tells her, caressing her arms.

"OK I guess, I know you mean good but that doesn't mean I like it." Rogue agrees and leaves.

"Where is she going?" Kitty asks going over to Ben.

"I asked her to give us some space, I noticed that you'd rather train just the two of us." Ben tells her.

"And she actually agreed?" Kitty asks surprised.

"Yes, you know under her grumpy exterior is just a scared girl trying to control her life. I can already guess that this 'competition' of yours didn't start one sided, still I'd prefer it if you two would get along and this doesn't become habit." Ben tells her.

"OK, I'll try to cut her some slack I guess." Kitty agrees.

"Great, thank you." Ben says happily and hugs the girl. Unnoticed by them Rogue is watching them from the mansions entrance with a suspicion gnawing at her, telling her that Kitty likes Ben and is fearing that he may leave her for the happier and more girlish girl.

* * *

Professor Xavier is wheeling by her and sees her watching the other two teens as they get ready for their training.

"You know, I don't need to read your mind to know what you're thinking. Follow me, I have something that might reassure you." Charles tells her and the girl follows him quietly.

"Take a seat." Charles tells her once they are in his office.

"What did you mean reassure me?" Rogue asks him.

"Just wait one more second." The man tells her and fetches a video camera and brings it over to her.

"Here, just hit the play button. I'll give you some space." Charles says and wheels himself out of the room, closing the door behind himself.

Once the man is gone rogue looks at the camera wearily and takes a deep breath. She then hits the play button and sees a recording of Ben talking to the Professor.

"Are you certain about this?" Charles asks Ben.

"Yes, just do it. I promised myself I will find a way to be able to touch Rogue and give her back something she yearns for." Ben tells him in his crab form.

"OK, hold on this might be painful." Charles tells him and puts his hands next to the layed open brain as Ben claps open his head's armor.

After a second or two of nothing happening Ben starts screaming in pain. He thrashes around a bit but he constricted himself beforehand. This lasts for maybe two minutes during which Rogue watches the tape tears falling freely out of her eyes.

"Ben, can you hear me?" Charles asks him, while concentrating himself.

"Yeah prof. what now?" Ben says, breathing heavily.

"Now we'll have to explore whichever life forms are already linked to your subconscious mind and try to find something to identify them with so you can sort through them in your head. Like this one, maybe identify it with Vision or eyes, I mean it has a lot." Charles says.

"OK, I think I get it." Ben says. Rogue stops the video and places the camera back where the professor found it. She wipes away her tears as best as possible and leaves for her room, thanking the professor on the way.

* * *

An hour later Ben and Kitty are done with their training and Ben drags the tired Kitty into hers and Rogue's room.

"What happened to you?" Rogue asks seeing them with dirt all over their bodies and Kitty dangling from Ben's shoulder.

"Well training got a little out of control when Kitty accidentally phased the both of us through the ground and almost killed us. Luckily I was able to shift to ghostfreak in time." Ben explains.

(AN: I'm using the same names for his forms as from Ben 10 show for my fic)

"Sorry." Kitty apologizes quietly.

"Just rest. And don't worry, it happens to the best of us. My first time turning into ghostfreak I phased right past the whole subway tunnels, scared the crap out of a lot kids." Ben tells her, helping her to her bed.

"Will she be OK?" Rogue asks.

"Yeah, this is not the first time something went wrong. She usually is as good as new the next morning, well I better go clean myself up." Ben replies and moves to leave the room.

"OK, Ben before you go…" Rogue says and follows him outside her room where she hugs him and gives him a passionate kiss.

"What was that for." Ben asks surprised, with a grin on his face.

"Just because." Rogue says and closes the door.

"Kitty, maybe we should forget about this whole competition thing and just…" Rogue says walking over to her roommate.

"And she's sleeping." Rogue says mildly annoyed, seeing the girl already passed out.

* * *

|The next morning|

Evan wakes up in his room and stretches himself after turning off his alarm. Accidentally he fires two spikes from his elbows and shoots his night light as well as a mirror.

Ororo came to wake up her nephew, knowing he's a heavy sleeper and sees the camera on his table. She asks him about the project and tells him to let her or the professor watch over the project before turning it in so he doesn't reveal the existence of mutants.

Deciding he wants to capture some action on camera he goes to the spot Logan is training at right now with Scott and Ben.

"Field battle simulator 7 activate." Logan says turning on a computer and starting a program.

Both he, Scott and Ben start to run down the path to the mansion where the finish is.

Multiple canons appear next to the path and start to fire at the three. Logan dodges most of the metal balls thrown at him while Scott shoots many with his laser and Ben Just melts them once they approach him, having decided to train in his heatblast form.

The program mixes up its attack pattern once they cleared about ¼ of the way and Scott yells towards Logan "Watch your back." Logan turns around and slices through the incoming Net.

Evan started skating behind them while filming the events. Scott dodges a few of the next projectiles but gets hit by the third one and falls over with the bolos wrapping around his legs.

Evan skates past him and looks back at Scott, keeping his camera on him.

Logan slices though some spiked metal balls and hears someone comment from behind him, so he turns around and sees Evan skating towards him. Looking in front he sees cannons with Buzzsaw blades get ready to fire. "Look out." He yells towards Evan and tackles him out of the way while Ben turns into a huge four-armed figure with red skin and snatches the blades out of the air.

"Everyone OK?" He asks in a deep voice.

"This bub ain't going to be OK in a minute once I showed him to people who get on my bad side." Logan growls, annoyed at Evan and takes his camera, deleting the footage.

"What else is on this thing?" He asks and starts the video, seeing the message Sabretooth left behind.

"Who the heck was that?" Evan asks surprised.

"Sabretooth." Logan says.

"He's got old issues with Wolverine and it looks like you clued him in on our location." Scott says just before the alarms start to blare.

"Ya think?" Logan says and runs to the Institute's entrance, where Sabretooth is ripping through the defense system telling him "Not bad Logan, but not good enough."

After hearing the alarms, the others quickly get in their mission suits and meet up with the others at the Institutes entrance where Logan and Sabretooth are starting to brawl it out and Logan growls at the others "He's mine."

"No, this is not the place for your private war!" Storm says and summons a strong wind, pressuring Sabretooth back and shooting him with a lightning bolt.

Sabretooth however continues on approaching them and Scott shoots him with a laser trying to throw him off his game and Jean follows by throwing a stone bench at the man.

Ben is standing next to Logan still in his hulking four-arms form saying, "I really don't get why you won't let Logan have this."

"This is not the place for Wolverine's private war." Storm replies and shoots lightning at Sabretooth with Scott firing his laser, making Sabretooth retreat pissed off.

"This isn't over Logan." Sabretooth yells running away and Logan tries to chase him but loses his trail.

* * *

"He'll be back you know." Logan tells Xavier and Ben after the others chased Sabretooth away.

"Well he won't come here again. He knows the automatic defenses will detect him." Charles replies.

"That's the problem. He'll want to draw me away from here, get me alone and to do that he's gonna need…" Logan says and Charles finishes "A hostage?"

"Got it in one." Logan tells him.

"This means all of the students are in danger." Charles says pensively.

"Yeah and we gotta do something about it." Logan agrees, unknown to them Evan was listening on on their conversation to this point, feeling responsible for Sabretooth finding Logan.

"So, just let him catch me, he hasn't seen me without powers yet I'm guessing." Ben suggests.

"That's exactly why you're here. I think you're the best choice too, but first we'll have to warn the others." Logan agrees.

"Ben are you sure? We all know you are very powerful, but this isn't one of your run of the mill mutant we're dealing with. He's around the same level as Wolverine and Storm and while your potential allows you undeniably to become far more powerful even than me you still have much to learn." Charles reminds him.

"Look Professor, I know you only want to protect me but I think I can do this, if not I can use my telepathy to call for your help. I've been training in using my powers by partial transformation or none at all and though so far I've only got two or three down, telepathy shouldn't be a problem." Ben informs him.

While Ben, Logan and Charles are discussing their approach to the situation Evan is sulking in a hallway, feeling responsible for Sabretooth appearing and tries to think of a solution.

"I've got to get ready for the audition and you've been hogging the soundtrack all morning." Rogue, now wearing her usual clothes, consisting of a short black top under a dark green see through shirt with a black skirt and leggings, tells Kitty as they round a corner, walking straight towards Evan.

"Hey, I've bought it, get your own." Kitty replies in her usual clothes of jeans, white shirt and open pink jacket.

"Ladies, ladies maybe we can help each other out here." Evan intervenes.

"What do you want?" They yell in unison.

"Look do you think you two can stop arguing long enough to help me do something important?" Evan asks them.

"Like what?" Rogue questions.

"I'll explain on the way but just so you know, we might have to do a bit of improvising." Evan tells them and heads into the woods around the institute with them. Sabretooth is watching the Institute and begins his chase.

* * *

Back in the Institute Logan and Ben are going to the front door, to start their plan and see Scott fiddling with his car keys, headed for the garage.

"Just heading out for a burger, want anything?" He asks.

"No, you ain't bub. Until I nail that hairball none of you'll leave the premises." Logan tells him.

"Oh man." Scott sighs disappointed.

"Don't even start it. Where are the others?" Logan asks him.

"Uh, Kurt and Jean are upstairs, but I think Rogue and Kitty took of with Evan and Ben is with you, why is he allowed to go with you anyways?" Scott says, asking about Ben feeling left out.

"Because I can work with the kid since he's the only one who didn't skip out on me during my more challenging training sessions." Logan tells him.

"Man, I would have done them but I was told not to." Scott complains.

"Doesn't matter, you stay put and look after the others, we'll get them." Logan tells him as he walks out with Ben who shoots Scott an apologetic look.

* * *

In the woods

Evan is playing the soundtrack on his boombox while filming the girls dance but while Kitty dances normally Rogue tries to dance but quickly gives up, having been told not to dance by Irene because of the danger that poses given her powers.

"Come on Rogue, get with the program shake that thing." Evan tells her.

"Hey, she's got her moves and I've got mine. Plus are you sure you want to tell me to shake my thing with my boyfriend living right next to you." Rogue complains, making Evan gulp audibly.

"Girl you've got to go with it, you're like a walking Zombie or something." Kitty tells her, dancing around her.

"Hey, listen Rogue, why don't you shed them gloves and give K girl a tiny tap?" Evan suggests.

"What no way!" Kitty protests.

"Listen to me, just enough to rip those dance moves." Evan explains.

"It might work, just concentrate on them." Rogue agrees and takes of her glove, touching pointers with Kitty, which causes both of them to shriek back with goosebumps. "Oh that was like totally irksome, oh man am I talking like her?" Rogue says.

"Ok, let's get on with it, action." Evan tells them and they start the music again, starting to dance happily with each other.

"Looking good." Evan comments filming them.

Sabretooth having seen enough comes sprinting out of his waiting spot and shocks Evan. He then stomps on the boombox and picks up Evan saying, "you're mine."

"Been expecting you. You've got to be sharp if you mess with the spike" Evan says revealing that this was his plan and sprouts spikes all over his body, making Sabretooth growl out and fling him at Kitty.

"Then I'll take you." Sabretooth yells jumping at Kitty.

"Right, I'm so sure." She says and phases through him, making him fall down behind her.

Kitty looks over to Rogue to see if she's alright and this distraction is enough for Sabretooth to knock her out with a backhand punch, making her fly against a tree.

"Back off ugly." Rogue tells Sabretooth as he goes over to the downed Kitty.

He growls at her and jumps over to Rogue, lifting her up by her arms, stretched out, preventing her from using her powers.

Ben and Logan show up in that moment with Ben having located his friend telepathically.

"Picking on kids Creed? Big mistake." Logan yells storming at Sabretooth.

"Hurting my girlfriend, even bigger mistake." Ben says angrily, now transformed as an oversized bipedal tiger with two blades running over the back of his paw.

Logan tackles Creed away from Rogue and Ben runs over to her, checking on her quickly. She only signals him that she's OK.

"Yeah why?" Sabretooth challenges.

"Because it really ticks me off!" Logan and Ben growl in unison with Ben joining the fight.

Logan lifts up the taller man and throws him over his shoulder, right at Ben who catches Sabretooth by his throat, being even taller than him and holds him in the air choking him. Sabretooth retaliates by kicking himself off the tiger-like mutant and landing in between Logan and Ben.

Rogue uses the opportunity seeing that he's fully concentrated on Ben and Wolverine and drains Sabretooths power, making him fall unconscious.

She herself gets fur all over her legs, arms and grows claws on hands and feet. In addition to that her hair grows longer and she gets little fangs in her mouth.

"Aww and I just shaved my legs last night." Rogue curses, having ripped through parts of her clothes because of the added fur and muscle.

"Nice finishing touch. You planned this didn't you porcupine?" Logan says seeing Evan and Kitty awake again.

"Uhm a little bit yeah." Evan says rubbing his neck.

"Well don't do it again you all could've been killed. You're all grounded." Wolverine yells at them, walking past Ben and picks up Sabretooth.

"Did I just hear that you used my girlfriend and my best friend as bait?" Ben growls still in his tiger form.

Evan backs away from him slowly saying "Look, I didn't plan for that, I…" and takes off on his skateboard getting back to the institute as fast as possible.

"You girls OK?" Ben asks them turning back to his usual self and notices that Rogue is now actually taller than him, confusing him slightly since it usually is the other way around.

"Yeah thanks but how long are we grounded for?" Kitty says.

"I don't know till she-wolf gets a haircut anyways." Logan tells them, leading them back to the Institute with Ben offering to carry Sabretooth but Logan refuses.

"What are you going to do with Sabretooth now?"

"He'll get a little cooling off period." Wolverine tells them.

"Sorry I must look appalling right now." Rogue whispers to Ben.

"Not at all, plus I'm sure most of my alien forms look way worse." Ben replies chuckling and puts his arm around her giving her a peck on her cheek.

Once they are back at the Institute Logan and the professor fly Sabretooth to the north pole and drop him out of the plane after erasing his short-term memory.

* * *

That evening Rogue and Kitty both get accepted during the audition and two days later everyone from the Institute is watching their performance.

After the performance Ben makes his way backstage to congratulate the two of them.

"Hey Rogue, you were great and don't get me started on your outfit." Ben tells her, hugging the girl.

"Thanks. I wasn't too sure if I did OK. It was a hassle avoiding direct skin contact with everyone." She tells him and gives him a peck on his cheek before rubbing away the purple colored lipstick from his cheek.

"Where is Kitty I wanted to congratulate her too." Ben asks and Rogue pulls him to another part of the backstage, but they wait at the entrance of it because they see Kitty talking to Jason.

They see him ask her something and she looks thoughtful for a moment, before she glances over at the two of them and then shakes her head telling the boy something before she goes over to the two of them, giving them a hug saying "Come on, let's get out of here."

"You were great as well Kitty, maybe you've both got a knack for acting?" Ben suggests.

"I wouldn't go that far it was fun to try it out but not really our style, right Rogue?" Kitty replies.

"Yeah, it's not really for us." Rogue agrees before whispering to her "What happened with Jason? I thought you were gonna ask him out?"

"No, I don't think it would work out." Kitty replies, making Rogue think 'I guess this confirms my suspicion Kitty might like Ben. I guess it's understandable with him helping her and since nothing is going on I guess I can worry about it later.'

The three of them meet up with the others and everyone congratulates the girls before heading back to the Institute.

Later that evening Rogue is thinking about Kitty and Ben again and asks her "Hey are you sure you're OK with you not asking out Jason and everything?"

"Yeah, it was a stupid idea in the first place, he was nothing more than a pretty face, sorry it caused us to compete against each other." She apologizes.

"Don't worry about it, I wasn't entirely innocent in it either." Rogue tells her and leaves her room, crossing the hallway and enters Ben's room. Ben was changing into his sleepwear and she catches him in just his underpants.

"Oh, sorry I should've knocked." Rogue apologizes turning around.

"Rogue, we're dating it's not that big of a thing to see me shirtless." Ben tells her chuckling and teases her whispering into her ear "Or do you think you can't resist."

"Oh you're on." She tells him and takes off her armlength-gloves and moves to slide the straps of her red dress down when Ben folds after one strap "OK you win."

"Anyways I wanted to ask you what you think about Kitty." Rogue tells him, smiling and goes past him to lay on his bed.

"Kitty? She's cool and my best friend I'd say, what about her?" Ben asks confused what brought upon this topic.

"Well I just wanted to get your opinion, since she was going to ask this boy out after the show but nothing happened, so I was wondering what your impression of her is." Rogue says.

"Hmm, if I were single, I would definitely find her attractive and appealing with her smarts and kind personality." Ben tells her lying down next to her once he put on an undershirt.

"But I guess everyone likes other things about people. For example, let's take you, I hear many guys say that they think you appear too cold and unapproachable but I find that enticing about you." Ben tells her, pulling her to face him and gives her a kiss.

"Don't worry about Kitty sweety, she'll find her guy." Ben tells her and hugs Rogue to himself.

'I'm just hoping that she doesn't steal you from me.' Rogue thinks.

"Hypothetically if you had to chose between Kitty and me who'd you chose?" Rogue asks him.

"You of course. I mean Kitty is very nice too but there is something more special between us, don't you agree?" Ben asks her, enter vining his fingers with hers and kissing her lovingly.

"Yeah, you're right." Rogue agrees happily, relieved that she was worrying herself too much. Maybe she was just imagining things anyways.

"Listen, I've thought about you sleeping over here sometime but I think we'll have to wait a bit longer I'm not sure I can control my powers in my sleep." Ben tells her, feeling slightly guilty for not being able to let her sleep over in his room.

"Don't worry about it, I understand and I'm touched you'd actually think so much into it." Rogue tells him, kissing him and resting her forehead on his.

"I actually have a few ideas but I'd have to run them past that forge guy." He informs her.

"Who?" Rogue asks.

"You know the guy who was trapped in that gizmo with Kurt." Ben says.

"Ah, why him?" Rogue questions.

"Cuz I plan to build a device which can control my powers and I need his opinion on it, I already got some ideas planned and am able to build them but I'm not sure if it would work they way I planned it and Kurt mentioned that he's this technical genius so I thought better get in a second opinion." Ben tells her.

"That's great. I think I should get back to my room now or Logan will yell at us again." Rogue tells him, giving him one last peck.

"Just until I get my device working, he won't have any reason to complain then." Ben smirks at her.


	7. Chapter 7

|two weeks later|

Mystique, disguised as security personal infiltrates the stokes county maximum security prison to pay Charles Xavier's brother, Cain Marco aka the Juggernaut a visit.

After clearing all of the security checks she drains the tank of fluids, stopping juggernaut from moving and freeing himself.

"Wake up Cain it seems you have a long overdue family reunion with your brother Charles Xavier." She says greeting the waking man.

"Cellular paralysis biofluids. Amazing it actually stopped the unstoppable." Mystique says impressed.

"It'll take you a few minutes to move. Then I'll sneak you out of this horrible prison that, who was it again oh right your brother put you in. Sore subject?" She asks seeing him grunt angrily.

"Who are you?" He asks.

"A deal maker, I arrange your early release and you deliver me one item in your brothers' possession, his mutant detection system known as Cerebro." She tells him.

"And my brother?" He asks as she is putting on his helmet, shielding him from telepathic attacks.

"I leave his fate in your capable hands. Now, I have a plane waiting." Mystique says before she gets pushed away and Juggernaut forces his way out of the prison by punching through the doors saying "No one gets in my way and nothing can stop the juggernaut."

* * *

Meanwhile some of the Bayville high students are at a survival camp amongst them the x-men and mystiques recruits.

"You will not be making wallets, neckties or paperweights. You will be taking 20 mile hikes, repelling 200 foot cliffs and crossing traitorous water with nothing but rope and all the courage you can muster. Do you read me?" The instructor greets his new cadets, making them stand in line.

"Yes sergeant Hawk sir." They respond.

"Welcome to Iron back survival camp. It will be an experience you will soon forget, now here we have a young man Scott Summner, whose scholastic achievements at Bayville high have earned him the right of group leader. You will be following his lead and now you've got 10 minutes to store your gear and report to the training field." He says with Scott correcting his name.

The teens leave to put away their luggage other than the x-men and Mystiques henchmen.

"Oh man I'm gonna be dead in 2 days." Kitty sighs sitting down on her suitcase.

"What about me, I'm a city kid." Evan complains.

"What did we ever do to deserve this?" Kurt asks.

"I'm going awol anyone know how to hotwire a school bus?" Rogue says grabbing her bag.

"Sweetheart, cool your jets. Maybe it won't be so bad. Plus I bailed on Logan's survival camp just for you." Ben stops her.

"Yeah and Professor X endorses this place." Scott chimes in.

"And at least he gave us a choice survival training here or with Wolverine." Jean agrees.

"Ugh some choice." Rogue scoffs but everyone gathers their stuff and leave to put it in their cabins.

"Team leader? Scholastic achievement. Pah, that should've been me." Blob complains.

"You can't even spell scholastic achievement Blob." Pietro tells him.

"But I can spell doomed, which is what that goody-goody gang is once I get them alone in the woods." Blob replies.

"Hey, easy guys. We'll beat them where it hurts most. In public, in front of everyone." Avalanche tells them.

Once everyone put away their stuff they report to the training field, where they are tasked with climbing a rope, then propelling down a rope and finally paddling through the finishing line.

Amongst the group of competing students are Scott and Lance are taking the lead and are the first ones to the boats.

When they are untying their boats Avalanche uses the chance to get ahead and uses his powers to make Scott slip and fall into the water. Scott retaliates by firing his laser near Lance's boat and knocking him out as well.

After getting in his boat Scott quickly gets ahead of Scott and is the first one to cross the finish line.

"I thought Scott was better than this." Jean says disappointed.

"I don't get what the challenge is when they use their powers to win." Ben agrees while the others celebrate the victory over Mystique's group.

"Scott should've been last and you know it." Blob tells the group walking over with his friends Pietro and Todd.

"Just because he slipped and bathed the guy went ballistic." Pietro agrees.

"Slipped? More like avalanched." Kurt replies.

A wild discussion then breaks out amongst the group with only Ben holding himself back since he thinks the fight is pointless.

Sergeant Hawk punishes the two groups by making them do 60 pushups. Here at Ironback we got ways to weed out the loudmouths from the tough guys. We fight it out in the wilderness against the wilderness, you grunts want to proof how tough you are fine. First team to snatch the flag I've planted up there on mount humiliation and brings it back to me wins." He tells them.

"Cakewalk. Our team can take a sauna, I'll get it myself." Pietro boasts.

"Not if I beat you there." Kurt challenges him.

"The whole team or no one. As proof I want a snapshot of every member right there at the top. You leave in 5 from opposite trails." The teacher tells them.

"Better say your goodbye's Summners cuz you ain't coming back." Lance tells him.

"What you got something in mind rock tumbler?" Scott says grabbing his shades.

"Scott, what do you think you're doing?" Jean says stopping him.

"What, I'm fed up with them getting away with everything while we're stuck playing by the rules." Scott tells her angrily.

"Hey, we don't need our powers to beat you." Lance replies.

"Oh, fine then. We'll all play it straight and know what, we'll wave to ya from the top." Scott tells him.

* * *

|Xavier Institute|

"Is Cerebro locating new mutants?" Logan asks Charles, walking up to him while he's strapped into the machine.

"No, just our students at Ironback, they've been a little active." Charles tells him.

"Did you tell them not to use their powers?" Logan asks.

"No, I was hoping they'd make that decision themselves." Charles tells him.

"Well I still say you should've let me handle their survival training." Logan says.

"I gave them that choice, other than Ben they thought they had a better chance at surviving the camp. Oh, looks like we have a new mutant on the scene." Charles says seeing an alert beeping on the screen.

"Discovery enhanced mutant signature, identity confirmed and matched to archive file. Name: Cain Marko residence state county maximum security prison. Current location: in transit. Upstate New York." Cerebro says shocking Charles.

"Cain Marko who's he?" Logan asks.

"My half-brother, somehow he's escaped. But how, that's impossible." Charles says taking off his helmet.

"What's an enhanced mutant signature?" Logan asks.

"He possessed an X-gene at birth but it was dormant most of his life so he awakened it with mysticism." Charles tells him.

"What kind of powers does he have?" Logan questions.

"He's become a Juggernaut, invulnerable and unstoppable once he gets moving." Charles explains.

The two of them try to come up with a plan to stop him or at least slow him down while Storm keeps Charle`s brother out of the media and then fetches their students.

* * *

|Meanwhile – back at camp|

"Come on pick it up, we're almost to the base." Scott tells the others leading them with the others running after him.

"What's with Mr. decathlon he's as bad as sergeant Hawk." Rogue complains.

"All he cares about is winning this thing. Hey Kurt, can't you just make yourself useful and like teleport us up to the top?" Kitty asks him.

"This trip is of the power free variety I'm told." Kurt replies.

"Come on just follow Scott's lead." Jean tells them.

"The mosquitos are the size of pelicans why are we here again?" Evan asks annoyed, lagging behind them with Ben staying close to him to make sure they don't lose one of their group.

On the other side of the mountain Mystique's gang has already started to climb the mountain with Todd hopping ahead, not having any problems and Blob following after him by kicking footholds into the mountain.

"Man, if he falls we're history, death by Blobber bomb." Pietro tells Lance while they are hanging from a rope tied around Blob, walking up the mountain behind him.

They stop once they find an abandoned mine.

"An abandoned mine?" Lance asks.

"Toad's checking in there for a shortcut." Blob tells them.

"Ey there is a tunnel in there that's like a stairway to the top." Toad tells them reappearing at the entrance.

"Now you're talking that flag is ours." Lance says happily and they enter the tunnel, ingoring the danger signs.

"Spot the flag?" Kurt asks Scott, once they are about halfway up the mountain.

"No, pop up top and see if it's still there." Scott tells him.

"But I thought what about Jean?" Kurt asks.

"Hey, you wanna win or not?" Scott asks him.

"OK fine but she's not going to like this I'll tell you that." Kurt says and teleports to the top, reappearing a second later. "It's there, we're very close." He tells Scott.

"Evan spike a rope up there, time is wasting." Scott says handing Evan his rope.

"You sure? You look pretty sure to me man." Evan says asking if it's alright and shoots a spike with the rope tied around it half of the way to the top.

"That flag is ours." Scott says and wants to start climbing the rope but sees the disappointed expressions on the others faces. Jean pushes past him and starts to climb the mountain normally.

With Lances group they arrive at a ladder leading to the top but there are some rocks blocking the exit.

"You bonehead. We can't get through there." Lance tells Todd angrily.

"I figured you could avalanche it lose a little?" Todd replies.

"Alright, stand back." Lance tells them shoving Todd away and tries to use his powers to clear their path but instead causes the support beams in the tunnel to crack, trapping them in the mine.

"There it is. Victory." Scott says once he sees the flag a few meters away from them, when they suddenly feel the ground beneath them shake, causing Evan and Kitty to fly off the mountain screaming.

Ben quickly jumps after Kitty while Jean manages to catch Evan with her telekinesis and brings him back up.

Ben transforms into his fastest flyer, Astrodactly and speeds towards her, catching her in his arms and flying them back up the mountain telling her "Man that was close."

"Yeah, thank you. You saved me." Kitty says relieved.

"That tremor had to be Lance, that means they are close. Jean levitate us all to the top." Scott tells her.

"No way forget it." She tells him.

"What, you just used your powers, what's the difference?" Scott asks.

"That was life and death, this contest isn't. I would have thought X-men know the difference." Jean tells him.

"Over here. It's them." Rogue tells the other having heard something from a Shute leading into the mountain.

"We're caved in, come on don't leave us down here man, not for some stupid flag." Toad tells them, seeing Rogue, Ben, Scott and Jean peer inside.

"We won't." Scott tells them and they rescue the others. Once they are back topside however they start to fight over the flag again until Storm comes to fetch them telling them that Professor Xavier and Mystique are in danger. The two groups decide to band together for now and get in the jet, taking off towards the Institute other than Ben who uses his Artiodactyl form to fly ahead.

During the flight Lance notices Ben's absence and sits down next to Rogue asking "So, your boyfriend ditched you huh? Too scared to come along?"

"Actually, he flied ahead to try and buy us enough time to arrive and make it in time." Rogue tells him.

"As if, what do you say you ditch the loser and try out a real man?" Lance asks.

"Eww, as if anyone other than Ben could handle me." Rogue tells him annoyed and moves over to sit next to Kitty.

* * *

|A few minutes ago – Xavier Institute|

"Lay out the welcome mat brother, I'm home." Juggernaut says walking into the Institute, setting off a silent alarm. Logan tries to stop him before he can get into the building and tries to tackle the man, only to be swept aside as juggernaut continues on ahead. Logan quickly rebounds, jumping over the man and readying his blades.

"You can't stop the Juggernaut." Juggernaut says angrily and starts to swing at Logan.

"Forgive me for trying bub." Logan replies trying to cut his opponent with his claws but doing no damage to his suit.

After a few seconds of them fighting Juggernaut manages to land a solid hit on Logan, sending him crashing through the entrance. Once inside the building the Juggernaut walks through the walls, heading for where his brother should be while throwing Logan around through some walls.

After walking through a specific wall Mystique who was following him sees the now destroyed wreckage of Cerebro and gets angry at Juggernaut.

Juggernaut who continued on ahead broke through the floors, with Log and and then throws him against a huge door, before he knocks Logan out by ramming into him and the door, throwing it off its hinges in the process.

"You lumbering imbecile, what did you do? Sit on Cerebro? You've smashed it. What happened to our deal?" Mystique demands to know.

"I don't make deals." Juggernaut tells her and throws her over the room, knocking her over to Charles who tries to talk down his brother.

"Cain it doesn't have to end badly. This house, it's all about new beginnings." Charles tells him as Juggernaut makes his way over to Charles and Mystique.

"You're right this is a new beginning for me and the end for the both of you." Juggernaut tells them.

"You have learned nothing and you never will." Charles says disappointed. Ben appears at the Institute and quickly follows the path of destruction leading to the danger room.

"Whoa who's that guy?" He asks impressed by the massive stature of the Juggernaut.

"Be careful Ben, he is unstoppable." Charles tells him.

"We'll see about that." Ben says turning into Diamondhead and charges the man who's now eye to eye with him.

Ben tries to overpower the man but Juggernaut barely reacts and crushes Ben's crystalline arms.

"The hell? My crystals are really tough." Ben curses trying again, only to get knocked away a few feet by the Juggernaut.

"Ben I've told you he's unstoppable." Charles says.

"Oh wait you meant that literally?" Ben asks.

"Yes." Charles tells him.

"OK, I have an idea then." Ben says and concentrates quickly, transforming into a glibberish beign with a flying saucer over its head.

"What is your protégé on drugs or something?" Mystique asks Charles thinking Ben is crazy.

Hah, what are you going to do when you can't move anymore?" Ben says triumpthantly as he envelops Juggernaut to a degree where he can't get any contact with the ground or use his hands properly. He basically replaces the fluids that contained the invincible man before.

"You've only stopped me for a short while. Your energy will run out sooner or later while mine lasts forever." Juggernaut tells Ben.

"Professor, he's not wrong about that any ideas?" Ben asks the professor by stretching a face from the lying Juggernauts over to the two conscious adults in the room.

The others show up in that moment and Logan regaining his bearings tells them "Cains helmet, remove it. Having heard from Charles that he can knock him out once the helmet is gone.

"Guys, hurry up. I can't contain him forever." Ben tells them in his goop form.

Kurt quickly teleports over to the lying Juggernaut and opens one clasp on the helmet, Quicksilver follows suit, but Juggernaut starts to fight back harder against Ben and breaks through the confinement.

He tries to get up but Blob knocks him away a few steps but once he lands he runs right back at the teen, throwing him against the opposite wall. Scott quickly gets in front of Blob and shoots his laser to distract Juggernaut, who rips out a piece of the danger room and throws it at him, making Scott dodge.

Avalanche uses his powers to cause the ground beneath Juggernaut to become unstable and he keels over, Toad quickly uses his tongue to snap open the third of four latches

Storm uses her powers to create a strong enough wind to knock over the big man and Kitty appears with Rogue through a wall, unclasping the last one and they quickly run away before Juggernaut can retaliate.

Ben, who is back on his feet shifts into Ghostfreak and flies over to Juggernaut invisible and grabs the Helmet, lifting it off the man.

"Nooo." He yells and tries to charge at Charles only to get stopped by him using his telepathy to knock him out.

"Come on Boys, let's leave before you get invited to a slumber party." Mystique tells her group and leads them away.

"Hey Summers, as a group leader you're only half bad." Lance says as they leave.

"So now what?" Ben asks turning himself visible again in his ghost form.

"We'll take him back to his Cell, hoping we won't have to see him again anytime soon." Charles tells them.

* * *

AN: let me know what you think. In regards to Jean I'm still not sure if I'll add her, for now I'm working on adding Kitty to the pairing.


	8. Chapter 8

|a week later|

Rogue is sleeping in her bed, having a vivid nightmare where she sees a woman running away from a castle with a baby in her hands while being chased by wolves and a floating man. The dream ends in the woman dropping the baby down a waterfall once she gets attacked by the wolves, because of that she wakes up screaming, waking most of the tenants in the Institute.

"Rogue, are you alright?" Ben asks worried, opening the door with the other students standing behind him.

"What happened?" Scott asks.

"I don't know, I was dreaming some kind of awful nightmare, with these, these images. It was horrible." Rogue says crying with Kitty trying to comfort the girl.

"Yeah, her shrieking freaked me out I just about phased through the bed." Kitty tells them while Ben pulls his girlfriend in for a hug and she starts to cry on his neck.

"Finals must be really getting to you." Scott says.

"No, it's not the first time. I've had this dream before. They started when I moved to the Institute." Rogue tells them, removing herself from around Ben's neck.

"What's going on man, you guys OK?" Evan asks joining the group of Kitty, Rogue, Ben, Scott and Jean with Kurt.

"Rogue was having creepy nightmares." Kitty informs them.

"What about?" Kurt asks.

"I'm not sure, there is a castle and wolves and oh that poor baby. I didn't really see his face but I seemed to know him somehow. It was you." Rogue says staring at the blue furred boy.

"What was me?" Kurt asks.

"Somehow, I just know it was you Kurt, in the dream there was a baby crying and a woman was running and the baby was dropped into the river. Why am I having this dream?" Rogue says hysterically.

"Maybe the professor can help figure this out, but lets do it in the morning it's pretty late." Jean suggests.

"That's alright Jean, this is important. Rogue and Kurt please come to the library with Jean. The rest of you try to get some sleep." Professor Xavier tells them telepathically.

"Are you going to be OK or do you want me to come with you guys?" Ben asks his girlfriend worried about her.

"No, I don't think you can help with this. Thank you though." Rogue replies and the group of three leave for the library.

"I've always known that my parents adopted me but they've never said anything about me being fished out of a river." Kurt tells them.

"Don't worry Kurt, we'll try to sort this out. Rogue since this was your dream I think I should start with you, would you mind sitting here please?" Charles tells her, motioning to the seat beside him.

"Now just try to relax and think of the dream." Charles says once she's sitting in the chair and puts his hands close to her head and starts to concentrate to read her mind. He then sees the same flashes of the dream Rogue saw.

"Well did you see anything else?" Kurt asks them once they finish looking through her dream.

"Apparently Rogue, your dream isn't a dream. It's a repressed memory and not just your imagination." Charles informs her.

"But if I'm in it then why is she having the dream? Shouldn't it have been mine?" Kurt asks perplexed.

"Yeah professor, what's going on?" Rogue asks also confused.

"Well I'm not quite certain. You must have absorbed the memories of someone who indeed knows about Kurt's past." Charles says.

"She touched me back when we first met. Maybe you got the memories from me." Kurt says excitedly.

"You were just an infant in the dream, it is possible that you could have memories that far back." Charles says thoughtfully.

"probe my mind now Professor to find out more. Maybe I've got more memories about what happened later." Kurt says.

"Yes, that might help, but not tonight. We've had quite enough excitement for now." Charles tells him.

"But professor." Kurt complains.

"Tomorrow after school, I promise." He replies and sends his students back to bed.

When Rogue is about to enter her room Ben goes over to her, having left the door open to see when she's done with the prof.

"Hey Rogue, what happened? Are you going to be alright?" Ben asks her concerned.

"Yes. The professor thinks I have the memories of someone who knows Kurt's past, maybe Kurt himself. I should be OK, hope I'll get some sleep before the finals though." She says and moves to enter her room but Ben stops her.

"Wait, come here, sleep with me tonight. I'll wake you if your starting to dream bad again." Ben tells her and pulls her into his room despite her trying to go into her own room.

"Ben, we can't you said yourself you can't control your powers when you sleep." Rogue says.

"Simple, I won't sleep then." Ben replies and lifts her up, putting her down on his bed and covering her with his blanket.

"Ben, you've got finals tomorrow too." Rogue reminds him.

"Rogue honey, Just a few months ago I was going on about 6 hours of sleep per week I think I can handle one long night." Ben tells her, lying down next to, over the covers and pulls her close to himself, putting his arm around her to make her feel secure.

"But Ben…" Rogue tries to complain but Ben stops her by giving her a quick kiss.

"Hush and now try to get some sleep, you know how stubborn I can be and I couldn't rest knowing your having a hard time either way." He tells her, squeezing her hand gently.

Rogue decides against struggling against her boyfriend knowing that once he's set his mind on something not much can stop him and tries to get some sleep.

* * *

|the next day|

While classes are being held Professor Xavier decides to pay Mystique a visit to confirm his suspicions that Mystique is indeed Kurt's mother and that Magneto did something to him and confronts her about it, reading her mind and sees that he was right in his assumptions. Once he's out of the blue skinned womans office he telepathically informs Logan about the coordinates of the castle, sending him to see what happened there.

Once the school bell rings Kurt hurries out of class, not having been really focused on his tests after what happened the night before.

"Hey Kurt, wait up. What's the rush?" Rogue says jogging over to her friend.

"You know, prof said we'd look for more answers after school." Kurt tells her excitedly.

"Right and you're sure you want to know?" Rogue asks him.

"What of course. Wouldn't you? Haven't you ever wondered who your real parents were?" Kurt asks her.

"I guess so, but Irene was always a good mom to me. I mean she could be all strict and all but…" Rogue says.

"My adoptive parents were great too, but I always felt that they were keeping something from me. Whenever the subject of where I came from came up they were always vague and never mentioned anything like the stuff in your dream." Kurt tells her.

"Maybe they didn't know or maybe they were trying to protect you." Rogue tells him.

"How? By hiding my own past from me? Listen, maybe you can live without knowing but I've got to find out the truth about my life." Kurt says angrily and teleports away while Scott and Jean come over to Rogue.

"Man, what was that about?" Scott asks.

"He's still really worked up about last night." She tells them.

"Well we better go find him." Scott says and they head back to the Institute.

* * *

A little later Mystique is giving Pietro a letter.

"Are you sure about this? I mean I've seen the defenses they've got around that place." The whitehaired boy asks her.

"Don't worry, you should be fast enough to get in and out undetected." Mystique tells him.

"Why is it so important? I mean what are you telling that blue furred freak?" Pietro asks.

"That's none of your business, just deliver it." She tells him and Pietro takes of in a blur, delivering the envelope to Kurt's room.

On the way however he reads the message and looks for Logan, having been tasked by his father, Magneto to do so.

Kurt sees the message 'If you want to know the truth come to the new construction site at sun down, come alone.' Kurt decides to follow the instructions desperately wanting to know about his past.

Meanwhile Pietro informs his father about the note and that Logan is gone. Magneto then tells him to get the others and intercept Nightcrawler before he can get to Mystique. Magneto after hearing that Logan is on his way most likely packs his stuff and sets up explosives, wanting to hide what he did in the lab from Xavier.

* * *

"Jean, Kurt's taken off. The professor wants us to check out his room." Scott tells her and enters their blue furred friends room with her, looking through drawers.

"So, what are we looking for?" Jean asks.

"I'm not sure, the professor thinks that Kurt had a visit from Pietro this afternoon." Scott informs her.

"Quicksilver here? But how?" Jean asks surprised.

"You know how fast that dude moves, I can imagine him getting past the security with no problem." Scott says.

"Oh no, Scott look at this." Jean says worried upon finding the letter Pietro left for Kurt.

"Get the others, we gotta move." Scott tells her and leaves to gear up himself, fearing that Kurt walked right into a trap.

Meanwhile Kurt has already teleported to the construction site and walks around cautiously saying "OK, so I'm here."

"Hello Kurt." A hooded figure says, matching the description Rogue gave him.

"You, you're the one in Rogue's dream, who are you and why don't you show yourself?" Kurt says.

"You already know me son." Mystique tells him and takes off her hood.

"No, no it's impossible. What happened to me why didn't you…" Kurt says desperately but gets interrupted by Blob jumping between the two.

"Get out." Mystique orders the large teen.

"Get out of here all of you." Mytique yells at the rest of the crew once they show up surrounding Kurt.

"No can do Bosslady, we've got higher orders." Quicksilver tells her.

Toad takes this as his cue to attack and tries to catch Kurt with his tongue but Kurt teleports onto a crane's hook.

"I got him." Toad says hopping after the blue furred teen only for Kurt to teleport away and ask Mystique what she's playing at before he gets knocked off the construct he teleported to by the now wildly swinging toad.

"Hah, that was easy." Quicksilver says going over to the downed X-men with his friends.

"Wrong, it just got hard." Scott says arriving with the X-men behind them.

"Get 'em Toad says landing on solid ground again and they start to attack the X-men.

Toad goes for Evan, who dodges his tongue and uses a arm long spike to catch the next tongue attack and uses it to throw Toad over his head, right into a pile of rubble with Toad being unable to defend himself because his tongue got tied up.

Blob runs at Kitty, intending to flatten her only for her to phase though him, making him land head first in the concrete mixer she was standing in front off.

Scott turns on the mixer which results in Blob yelling for help, panicking.

Jean is taking care of Kurt and Lance tries to stop her, by using his powers to shake the construction they are standing under. Rogue quickly stops him however by tackling him over and draining his powers, knocking him out.

Quicksilver is facing off against Ben who turned into Fasttrack, a black and Blue alien with blades along his lower arms and shins.

"Come on, you can't hit me." Quicksilver taunts Ben only for Ben to disappear and suddenly reappear hinter Quicksilver, who was running circles around him previously.

"You sure about that?" He asks and uses his foot to swipe Quicksilver's leg, making him hit the floor and skid along it painfully.

"Going somewhere? Me and Kurt have a few questions we need you to answer." Rogue says intending to stop Mystique from leaving.

"I'm afraid it's to late for answers." Mystique replies and shifts into a raven, taking off.

"Want me to catch her?" Ben asks Rogue, speeding over to her.

"No, she's gone and she wouldn't tell us anything either way." Rogue tells him.

|The next morning|

Kurt and Rogue are on his balcony watching the sun go up with him sitting on the balcony's ledge.

"I still can't believe it, mystique is my mother?" Kurt says bummed out.

"Listen Kurt, who really knows? I mean that is one seriously disturbed lady, maybe she's just messing with ya." Rogue tells him.

"I guess. But there is a certain resemblance." Kurt replies.

"Hey look, that doesn't mean anything. Let's just wait till the prof finds more answers for ya." Rogue says trying to cheer him up.

"Somehow I think he already knows more than he's willing to tell us." Kurt says disappointed.

"Maybe, but if he does he probably got good reasons for not telling you. And listen Kurt, I really do know what you`re going through we'll both just keep looking and find the answers together someday OK?" Rogue says.

"Yeah OK." Kurt agrees solemnly.

"Listen, we still have to finish the rest of the finals and I need to get ready for school and so do you." Rogue tells him, leaving his room.

"Thanks Rogue" he tells her before she's out the door.

"You know that was really sweet of you." Ben tells his girlfriend waiting in front of Kurt's room.

"Were you listening in on us?" She asks shocked.

"No but I'm guessing you tried to cheer him up. I'm proud of you." He tells her, giving her a big hug.

"Yeah, but that reminds me I never heard about your parents, mind sharing while I get ready?" She asks.

"Sure, well when I grew up they were great. Normal parents basically but once they saw me transform things didn't end so well. They chased me out, thinking I was gonna kill them." Ben tells her sadly.

"Oh Ben, I'm so sorry, I didn't know." She says hugging him.

"It's quite alright, that was many years ago now, about 4 or so I think. So I've gotten over it mostly." Ben tells her.


	9. Chapter 9

|a few weeks later|

Kitty wakes up still half asleep, causing her to phase through her alarm to shut it off and just walk right through the doors into the girls' bathroom, which is occupied by Rogue.

"Hey, do you mind? The sign says occupied." Rogue tells her shoving her out of the bathroom.

"Who can read at this hour?" Kitty says and gets dressed already, deciding to brush her teeth after breakfast when the bathroom is free. So, she decides to get started on writing her parents an email of how she's doing, something she agreed to do every now and then.

'Dear mom and Dad, today started like any other school day with everyone feeling a little crowded especially with a roommate like Rogue.' Kitty types but leaves the room once Rogue starts to use a blow drier. She takes her laptop and phases through her room door, walking right into a gathering of her fellow students walking through the hallway, most headed to the bathrooms.

Jean and Rogue who also left their room bump into her, getting her annoyed since she only wants to get some peace and quiet.

'Finding a place to be alone around here is really a matter of timing. Sometimes you have to settle, like when Mr. Logan's around but that's OK cause he doesn't like to talk to anybody.' Kitty types after relocating to the kitchen where Logan is reading the paper.

"What's the matter half-pint am I reading to loudly for ya?" Logan asks her, seeing her stare at him.

"No, just enjoying how quiet everything is." Kitty replies. Though in that moment the other students walk in and start to raid the kitchen whilst talking amongst themselves.

Logan sees a news story on the small TV in the room and instinctively turns it up to full volume, feeling something familiar about the place they're showing.

"Mount McKenna?" Logan says thoughtfully and walks away grumpily, throwing the remote away.

"Logan, you OK?" Ben asks him as the man walks past the table everyone is sitting at.

Logan only ignores him and walks past them heading straight into his room.

'Mr. Logan can be so rude sometimes and the Professor tells us that we're all a big family and have to get along but Mr. Logan doesn't act like it." Kitty types before choosing to relocate again.

I his room Logan starts to thrash the place, having a killer headache and memories flashing into his head for unknown reasons.

"Mr. Logan? Sorry, are you OK?" Kitty asks cautiously hearing the man yelling and throwing things around his room until he finally damn near slices his door in half.

"Yeah, fine just fine. Just decorating." Logan grumbles walking past her.

'some of the kids around here are pretty nice, like Scott. Sometimes he tries to be so totally responsible for professor Xavier and the others, then other times he acts just like a regular highschool kid. Today he's definitely a kid.' Kitty types having taken a seat in a tree, being able to watch the garage from her spot and nearly falls out of the tree when Scott turns on his music and drives off somewhere.

"You OK up there?" Ben asks looking up at her.

"Yeah, fine." She replies.

"Good, I'll go see what Logan's up to." Ben tells her.

"He's right there with the prof." Kitty points out to him, motioning to the terrace.

"Thanks Kitty." Ben thanks her and heads over to the adults.

'Then there is Ben. He is really nice and tries to take care of everyone in his own way, though that could be mostly me and Rogue, with the boys he's not so soft. Too bad he's already involved with Rogue. And then there is the professor. He keeps the lid on things around here which is not an easy job sometimes. Especially with Mr. Logan' Kitty types and choses to leave to her own personal spot, which is the storage area of the blackbird. (AN: sorry I used X-wing before didn't realize that was Star Wars not X-men)

"Something in that news story, I don't know what set me off. Charles there is something in my head buried there, how about you get inside and try to pry it lose?" Logan tells him.

"Alright but first you need to relax." Charles tells him.

"Hah easy for you to say." Logan replies and Charles starts to look through his mind, finding a memory of how Logan got his adamantium skeleton.

"Tell me that was a dream or something." Logan grumbles.

"No, a memory I believe it was about how you got that particular skeleton of yours." Charles informs him.

"That guy in that coat he's the guy that did this. I gotta go." Logan curses and starts to leave.

"You're going to that mountain in Canada aren't you? The one you saw on TV and in your nightmares, do you want company?" Charles says trying to stop the man.

"Do I ever." Logan grumbles.

"Well you don't seem to mind mine." Ben tells him, leaning against the door leading back into the house, having watched the two of them for the last few minutes or so.

* * *

|In the blackbird|

'Well I guess I better log off before Kurt pops in here and finds me. He's always doing that, totally freaks me.' Kitty types as Kurt teleports into the back compartment of the blackbird, shocking her.

"There you are. Why are you in here?" Kurt asks her.

"Out of like necessity." Kitty shoots back.

"Whatever, come on Scott is giving us a ride to school." Kurt tells her.

"All I wanted was just one minute alone in this stupid mansion." Kitty says annoyed.

"Ohh touchy, sounds like someone has an astrophysics test they didn't prepare for." Kurt tells her when suddenly the blackbird takes off and knocks the now standing teens right off their feet and send them flying forward.

They open the door and see Logan flying the plane with Ben sitting next to him looking relatively relaxed.

"It's Logan and Ben." Kurt says and wants to go over to them.

"I wouldn't Logan's been acting like mega weird all morning." Kitty warns him.

"Ah don't be so dramatic. Hey man, what's happening?" Kurt asks walking up behind Logan and tapping his shoulder only for Logan to swing at the blue furred boy nearly taking his head off if it weren't for Ben knocking his arm off target, thereby making the man miss the teen.

"Oh, is this seat taken, sorry my mistake." Kurt says teleporting back over to Kitty.

"Still think I'm being dramatic?" Kitty asks him.

"Actually, no I don't." Kurt tells her.

"Engage autopilot." Logan says and gets out of the pilot seat, taking Ben with him, which confuses the teen.

"Why are you following me?" Logan ask the two storaways, shoving Ben over to them.

"We're not following you. I was just…" Kitty says and Logna starts to lose It and swings at them, only for Ben to stop him by turning into four arms. Kurt teleports him and Kitty further back just to be safe.

"I got to take you back before. Agh. You gotta get away, there is something in my head, I can't be trusted." Logan yells in pain and manages to shut the door between them.

"He locked us out." Kurt says scared.

"No, he shut himself in so we're safe." Kitty replies.

"There is a crazy person flying the plane, you call that safe? We gotta get out of here." Kurt says.

"Can you transport us to the ground?" Kitty asks him while Ben makes their way over to them.

"Picture this, bumpity-bumpity-bumpity-splat. Too high up and way to fast." Kurt tells her playing their decent out.

"I could get you out but only one at a time and I don't know if I'd be able to find the way back to the plane again." Ben tells them.

"Then I guess we're stuck on this flight. Question is where are we flying to?" Kitty says.

"All I heard was something about Canada and a mountain." Ben tells them.

"What were you doing with Logan anyways?" Kitty asks her best friend.

"Well the prof. seemed worried so I offered to tag along, since Logan doesn't seem to tolerate anyone else, even me he barely stands most of the time." Ben says.

Once the plane lands in Canada on the mountain they saw on TV that morning Kitty and Ben, both having changed into their mission suits phase through the bottom while Ben teleports into the cockpit to try and alert the Institute.

"Something is jamming the transmitter way out here, I couldn't get the Institute." Kurt informs the others teleporting to them.

"Looks like we're on our own then." Kitty says and the three of them start to follow Logan at a safe distance.

"You sure you don't want to wait at the plane? I'm not entirely sure what's up with Wolverine but he doesn't seem to be in full control." Ben asks the others.

"Yeah, we're sure. No way we let you go out here on your own." Kitty tells him.

* * *

Somewhere in the mountain the man Logan saw in his dreams is talking to Sabretooth, talking about Logan and explaining that he has a chip in his brain, making him controllable and is surprised that Logan can stay in control to this degree. He then sends Sabretooth to fetch him, following after the larger mutant with a control device, which controls the chip in Logan's brain. Once the man catches up to the two mutants he turns up the dial on the device until Logan is weakened and Sabretooth hits him over the head, knocking him out. They then take him to the laboratory where they reveal that the man is the one who gave Logan the adamantium implants and is using a chip in his head to control him, having designed Logan to take out his fellow mutants. He then sees surveillance videos on the mountain showing the three teens which followed Logan into the woods.

"Man it's like he just dropped out of sight somewhere." Kitty says.

"I can't sense him anywhere either." Ben tells them having tried using his telepathy to find him.

"Well he's back and you must be broken or something." Kurt tells them pointing at Logan, who's standing on a cliff in front of them.

"Huh that's weird. I can't sense him like at all. Something must be up." Ben tells them.

"Mr. Logan over here. Kitty shouts waving her arms at the man only for Sabretooth to show up behind Logan, grinning evilly at them.

"Oh oh, he's brought a friend." Kurt says getting nervous.

"Sabretooth, but they are like mortal enemies." Kitty says backing up.

"Yeah, ours." Kurt yells seeing the two men charge at them.

"You guys, run I'll slow them down." Ben yells at them and transforms into Echo-echo, a white little alien with a megaphone which can duplicate.

He uses his duplication power to make a wall between the two men and his fleeing friends.

Once the animalistic men are close enough Ben shouts into the megaphones , creating a sound barrier, stopping the men from advancing as well as causing them pain because of their enhanced senses.

Hearing something going on behind them the two running teens look back and see Ben stop Logan and Sabretooth in their track.

"Run guys, it won't hold long." One of the small white aliens yells at them, running after them with his stubbly legs.

A few seconds later Logan yells loudly and runs over one of the aliens, breaking their wall and Ben quickly shifts back to human, making his clones disappear.

"Faster, they are gaining on us." Kurt shouts panicking, while Ben catches up to them, having taken the place of the alien already running after them, however Wolverine and Sabretooth are quickly hot on their heels because their animalistic power gives them enhanced strength and speed.

Logan jumps at Kitty once he's in range and Kitty dodges to the side, sliding down the small hill they were on.

"I got her, you try to stay alive." Ben shouts at Kurt, jumping after his female companion with Logan chasing them both while Sabretooth focuses on Kurt, who manages to evade direct hits by the man by teleporting out of the way last second.

Kitty comes tumbling to a stop at the foot of the hill and quickly gets back up, when Logan lands right next to her, with Ben not far behind him.

Logan yells out and walks over to the girl, who's trying to talk him down.

"Mr. Logan it's me, what's the matter with you." Kitty says but Logan can't fight his instinct and swipes at her. He would have hit her if Ben hadn't shoved her out of the way only to get hit himself with Logan's claws piercing through his left shoulder.

"Kitty, run." Ben grunts, trying to hold Logan in place by gripping the front of the blades with two arms and sprouting two additional arms to hold his wrist in place with the other ones.

"Ben, no!" Kitty yells frantically, tears falling out of her eyes.

"Kitty, now!" Ben shouts at her angrily and she takes off running.

Logan, seeing that he pierced Ben's shoulder tries to fight for control again, only for the man in the laboratory turning up the dial on the signal being transmitted into Logan's brain.

Logan quickly rips himself free from Ben's hold and starts to chase Kitty again.

Ben seeing that his shoulder is bleeding badly with the blades removed turns his undamaged arm into that of heatblast and shoots a small stream of flames at his wound, cauterizing it from both sides while screaming in pain, making Kitty look back worried only for her to see Wolverine catching up to her.

"She screams scared for her life as she runs through the woods with Wolverine chasing her, cutting down any tree standing between herself and him as he runs after her.

Kitty phases through a stone wall and comes out on a small ledge leading into a deep crevice, she manages to stop in time but would have almost fallen down.

She takes this chance to catch her breath and slumps down against the wall crying to herself, thinking Ben's dead or at least badly hurt.

While this is going on Kurt continues to dodge Sabretooth, leading him through the woods, teleporting again and again to get away from the angry mutant.

With Logan, he climbs the top of the wall Kitty disappeared into and looks down into the crevice, not seeing any sign of her and starts to get control back, thinking about Kitty.

"Kitty, no." Logan says painfully and Kitty phases through the ground, appearing behind him. Logan turns around and is holding himself back from skewering her. Kurt teleports behind her and grabs her saying "We're popping out of here."

"No, wait. I am reaching him." Kitty says and takes off Logan's mask.

"It's me Kitty. Remember, half pint. Please try we had breakfast together just this morning, look whatever they did to you you're fighting it. You can win. Don't give up." Kitty tells him while he's growling in pain, trying to stay in control.

Logans slumps down on his knees, feeling his control increasing.

"Wrong move." Sabretooth yells tacking Logn off the ledge. Logan quickly throws him off himself once they land and then runs back towards the mountain with Sabretooth going after him.

"We have to go after him, but what about Ben?" Kitty says not knowing what to do.

"Let's go." Ben tells them, coming out of the woods behind them and turns into his aliendog like form, partially to track the two men, partially to not be too obvious that he's hurt and partially because he doesn't need the distraction of a conversation right now.

"You heard him, let's go." Kurt says teleporting them down to Ben who's running on all fours sniffing for Logan.

Kitty and Kurt run after Ben while Kitty's wondering what happened to Ben since the last time she saw him his shoulder was run through by Wolverine's claw.

"Sabretooth, where is Wolverine?" The doctor asks the mutant, while he's sitting at the control panel.

"He's entered the lab." Sabretooth tells him, arriving at the clawed open entry hatch and follows his old nemesis.

"Get down here and protect me." The doc yells scared as Logan is slicing through the last door, entering his control room.

Kurt teleports himself, Ben and Kitty into the lab, landing right in front of Sabretooth.

"Touch me and you'll find yourself transported two miles into the woods." Kurt warns the man while Ben still in his wildmutt form and Kitty take off headed to Logans location.

"Don't make me do this Logan, you're too valuable." The doctor says turning up the dial to max. in addition to that he presses a button, releasing the automatic defense system, which are four robots with tentacles, that try to contain Logan. He manages to destroy two before the other two constrict him, stopping him from fighting against them.

Ben and Kitty run into the room and Kitty sees the computer, displaying things about Logan and says "I see the problem." While jumping into the computer, phasing through everything and breaking it, causing numerous malfunctions and an alarm to go off while fires start to flare up and spread uncontrollably.

Ben jumped at the machines and uses his strong claws to rip apart one of the two holding Logan captive before he jumps at the other and bites through the metallic appendage constricting his mentor, who then gives the machine the finishing blow.

"You caged the wrong animal bub." Logan warns the doctor, advancing on him with Ben.

"Stop, this place is gonna blow." The doctor yells.

"Let it, Kitty leave." Wolverine tells her and Ben shifts into his Diamondhead form.

"Not without you two." Kitty says trying to reason with the two men, when Kurt teleports in suddenly.

"Get her out of here." Ben tells him, gently shoving Kitty over to Kurt.

"Noo." Kitty yells scared and gets teleported outside, to a safe distance.

"Project weapon X has been terminated." Wolverine tells the doctor and Ben quickly hits his hands into the floor, erecting as much crystalline constructs he can around himself and Logan, covering them in a crystalline dome when the whole place blows up.

* * *

Outside Kitty and Kurt see the explosion and have to shield their eyes from the resulting shockwave and sit down depressed on a log at seeing the destruction and thinking their friends are done for.

"Kitty, maybe they made it, Ben can phase through things afterall." Kurt tells her reminding her that there is still hope.

"We shouldn't have left them." Kitty says tears falling freely out of her eyes.

At the lab Ben takes down the constructs once the danger is gone and tells Logan "Now you're glad I came along huh?" cockily.

"Don't get ahead of yourself kid." Logan groans and falls down unconsciously.

"Great, now I get to drag him back to the plane." Ben scoffs and turns into humongusaur, picking up Logan by throwing him over his shoulder and leaps out of the rubble, headed for the plane they arrived in.

After around 5 minutes Kitty and Evan who are still slumped down on the log see Ben make his way towards them with Logan over his shoulder.

"Oh, thank god, you're alright." Kitty says running over to him and hugging Ben's massive leg.

"Uh Kitty, could you let go for a second?" Ben asks in his deep grumbling voice.

"Oh, sorry." She says embarrassedly.

"Don't mind it, just wanted to shift back to human, Kurt do you mind taking us back to the plane?" Ben asks the blue furred teen, who happily hops over to them and teleports them back to the plane, where Kitty asks him "Hey Kurt, can you give us a moment? Maybe take Logan into the blackbird." She tells him, pulling Ben to the side.

"What's up?" Ben asks her once they are alone and turns to face her, only for Kitty to jump at him and throw her arms around him while giving him a deep kiss.

"I'm so glad you are OK, you have no idea how worried I was. What happened to you guys anyways." Kitty says rambling.

"I made a crystal dome, shielding us. What was that kissing about?" Ben asks her shocked.

"I'm sorry, I know you're with Rogue but I just like you so much and seeing you get hurt because of me I got so worried, I couldn't stop myself." Kitty tells him feeling somewhat guilty for kissing him.

"You like me? Sorry, I didn't notice it. At first I thought you were only being nice to me because I sacred you with how I look and what I can do." Ben says awkwardly.

"Don't be silly, granted the first time I didn't handle it well and freaked out but after that I slowly started to fall for you." She confesses embarrassedly.

"You know we'll have to tell Rogue about this right." Ben tells her.

"Yeah and don't worry, I'll tell her that I kissed you and you were innocent in this. I don't want to break you guys up afterall, I just couldn't stop myself." She tells him and they make their way back to the blackbird, where Kurt starts to fly them back and Ben joins Logan in the land of the unconscious along the ride, getting Kitty to freak out.

* * *

|Later that day|

Logan wakes up with a grunt and shoots out of his bed.

"Relax my friend, you're back at the Institute. You're safe." Charles tells him, having waited beside the man.

"What about the kids, how are they?" Wolverine asks.

"All fine, Kitty has been in here numerous times checking up on you two after your surgery, we removed the chip. Is there pain?" The professor tells him.

"Yeah, but I'll manage, wait two?" Logan asks looking over to his right, seeing Ben lying on the mattress beside him.

"You just said they are all fine." Logan says worried.

"And they are, he's just exhausted." Charles tells him.

"What about his shoulder?" Logan asks feeling guilty, since he can remember everything that happened while he was being controlled.

"It's going to be alright, he's quite smart you know, cauterized the wound so he won't bleed out. He'll make an excellent X-men one day." Charles says proudly.

"Yeah, yeah he will." Logan agrees.

* * *

|Meanwhile with Kitty and Rogue|

"Rogue, I have to tell you something." Kitty says worried about how her friend is going to react to the news, having taken her to their room once they were sure Logan and Ben are alright.

"What is it?" Rogue asks.

"You see, during the trip Ben and I… I mean… I sort of, kissed Ben." Kitty tells her, preparing herself for an attack from her roommate.

"OK." Rogue only says.

"Huh? You're not going to hit me?" She asks surprised.

"No, I've known you like him for a few weeks now and I thought about if we can find a way to resolve the problem… I guess we'll have to share him." Rogue tells her, feeling somewhat uncomfortable.

"Wait what? Share him?" Kitty asks stunned.

"Well I know that you both mean much to each other and to be honest, I don't mind sharing him with you all that much. I've grown close to you as well." Rogue tells her.

"So, you are being serious right now and not just playing the evilest prank in history on me?" Kitty asks still not believing her.

"Look, would you rather we both fight over him and he decides to date neither because he likes us both?" Rogue tells her, showing that she has been giving this some thought.

"No, but I mean, I don't know what to say…" Kitty says.

"Just tell me if you're on board or not." Rogue tells her.

"Of course, I'm in. I'm just shocked you're being so cool about this." Kitty tells her excitedly.

"Well I've had a long enough time to think about things. But just to warn you, this probably won't be a walk in the park given how competitive we can get." Rogue tells her.

"No kidding." Kitty agrees laughing.

"So, you in?" Rogue asks Kitty one more time.

"Definitely." Kitty says happily and hugs the brunette.

"But what about Ben, do you think he'll be on board with this?" Kitty asks her.

"Yeah, if it's you I think so. You two may not have noticed but whenever you two are alone it's already as if you were dating anyways." Rogue tells her, making Kitty blush embarrassedly.

* * *

|An hour later- infirmary|

Ben wakes up with a groan.

"Oh man why do I feel like I carried a car down a mountain?" Ben asks, sitting up slowly.

"Well sorry, I'm not a lightweight like the other pints around here." Logan says, leaning against the wall next to his bed, drinking a beer.

"Logan, good to see you're OK buddy." Ben tells him happily and winces when he tries to move his left shoulder.

"Huh? Ah right." Ben says quietly, looking down at his now bandaged shoulder.

"Kid, I'm sorry about that. I never meant to…" Logan begins to apologize.

"Hey, no worries at least Kitty got away safe, plus given that you had a chip in your head I'll let you off without giving you a beating." Ben jokes, trying to get Logan to lighten up.

"Sure, sure kid. Anyways, there are two ladies who are waiting to see you, I'll tell them you're awake." He tells him.

"Two huh? Oh crap." Ben says to himself, remembering that Kitty and he kissed.

"Hey Ben, how are you feeling?" Kitty asks sitting down on the left side of his bed.

"OK, I guess. What about you? Did you get hurt?" Ben asks her, getting a headshake no in response.

"Ben, good to see you awake again." Rogue says sitting down on his right side.

"Yeah, listen Rogue. There is something that I have to tell you…" Ben says guiltily and sees the smirk on both girls faces.

"She told you already?" Ben asks surprised.

"Yeah she did, and we came to an agreement." Rogue tells him, leaning closer to him.

"An agreement huh?" Ben asks worried.

"Yeah, an agreement." Kitty replies leaning closer to him as well.

"What kind of agreement?" Ben asks his eyes darting form one girl to the other.

"We're going to share you." They tell him simultaneously.

"HUH?" Ben shouts surprised.

"Yeah, we're both going to be dating you." Rogue tells him.

"And you were on board with this?" He asks her doubtfully.

"It was my idea." Rogue tells him.

"Come again?" Ben asks stupefied.

"Look I know how close you two are and how close Kitty and I are and sharing you is the best solution, plus it sounds exciting." Rogue tells him.

"OK, wait and you're just assuming I'm going to be OK with this?" Ben asks.

"Yeah." Rogue replies.

"Rogue, are you really sure? I mean just a few weeks ago you were jealous that I'm training Kitty…" Ben asks her.

"Yes babe, I'm sure. Now be happy and glad you have such cool girlfriends." Rogue tells him and gives him a kiss.

"Can I?" Kitty asks uncertain and receives a go-ahead motion from Rogue.

Kitty wastes no time and pulls Ben into a lip-lock.

"Wow, you two are really going at it, too bad I can't exactly join in." Rogue tells them, laughing at their stunned expression.

* * *

AN: let me know what you think


	10. Chapter 10

Scott and Jean pull up on the Xavier mansion with Scott speeding down the path.

"Wohoo, let the weekend begin." Scott says excited and jumps out of the car, running into the mansion.

"Wait, you're forgetting your homework, make that ignoring it." Jean yells after him and gets out of the car herself. Once she does she can hear a rustling coming from the bushes to her left and walks into the woods asking "Hello? Kitty are you climbing trees again? Evan is that you?" and telekinetically rips out a small brush that someone is hiding behind.

"Oh so that's the way you wanna play huh?" Toad asks her, hopping up to a tree and breaking off a branch for him to use as a club.

"Toad what are you doing?" Jean asks him but he only swipes her feet with his stick in response.

"I'm getting the jump on the competition yo. You want some of this?" Toad asks her, swinging his stick at her only for Jean to stop him telekinetically while she's getting up and throws him over himself asking "Toad, what are you trying to prove?"

"That I'm a champ and not a chump yo, and guess what we all gotta prove it." Toad tells her and swings at her only for her to break his stick and throw him in the well, right next to them.

Jean goes over to check on him only for a metal ball to decend from the skies and open up, snatching her with metallic tentacles that wrap around her limbs and drag her into the ball. The ball then closes up and flies away, leaving only a small crater behind.

* * *

|Meanwhile in Hawaii|

Alex Masters, a blonde tanned teen is paddling in the ocean on his surfboard, lying down and lazing around when a shark attacks him and he manages to somehow drive it away with a mysterious energy originating from his hands.

Alex hurries back ashore and lies down in the sand asking himself "Oh man, what's going on with me?" when Magneto reveals himself, levitating over to the boy.

"I know the kind of pain you're feeling Alex, I once felt it myself." He says.

"Where did you come from?" Alex asks shocked.

"I've just arrived, to see you. I know…" Magneto tells him.

"You don't know nothing man, just back off." Alex tells him.

"Your bones they burn, your head ache. The pressure in your head, I can give you relief and answers. You never have to feel pain again." Magneto says.

"You some kind of doctor?" Alex questions.

"No Alex, I am Magneto and I have come to offer you sanctuary." Magneto tells him, offering his hand to the teen.

* * *

|At the Institute|

Charles Xavier gets the reading about Alex and informs Logan about it, also telling him that he is Scott's long lost brother and that magneto will most likely try to approach Alex as well. While Logan is prepping the Blackbird Xavier informs the others to gather their gear because they are going to Hawaii.

Scott is the first to arrive and Xavier informs him that this trip is actually about his brother who as it turns out is still alive. Scott is shocked to the core and runs into the blackbird, demanding they take off immediately and Logan complies after getting a nod positive from the professor.

Rogue, Kitty, Ben and Evan run into the hangar only to see the blackbird take off.

"Hey what's the sitch? I thought we were Hawaii bound?" Evan asks pissed off.

"Here I am, ready to give my arm to the cause." Kurt says teleporting into the hangar, dressed in a hawaii shirt and with a board under his arm.

Seeing the annoyed expression on his friends faces he turns around and sees the blackbird missing.

"Oh man." Kurt says disappointed.

"We got totally ditched." Rogue says annoyed.

"Hey you can't really blame Scott, meeting a brother he hasn't seen in like 10 years. I wouldn't want a crowd either." Kitty tells them.

"Hey, I'm thinking. Hawaii, not the only beach in the world right. Road trip anyone?" Kurt suggests and everyone agrees, changing into something suitable for the beach and they meet back at the x-van.

Kurt drives it out of the garage and retracts the sunroof.

"Hussle it up Rogue, before Auntie O catches us and blows our plans." Evan shouts as Rogue runs over to them, being the only one missing.

Kurt and Evan stayed in their previous outfits while Kitty is wearing a one piece swimsuit with a shirt over it that's tied into a knot on one side and is wearing sunglasses, same as everyone else.

"I couldn't find Jean so I left her a note." Rogue tells them getting in the van and closing her seatbelt.

Rogue is wearing a track suit and her usual black gloves.

Unknown to the teens Mystique who was disguised as a common cat watched them leave and informs her pupils, telling them where the X-men were headed.

"Hey, were is Ben?" She asks as Kurt starts to drive off the Institute.

"Right here sweety." A high-pitched voice says and Rogue looks over to see Ben sitting cross-legged in between Kitty's legs.

"What are you doing down there ya perv?" Rogue asks teasingly.

"Nothing." Ben replies defeated and climbs over Kitty's leg, sitting down in between his girlfriends in his Greymatter form.

"Aww come here." Rogue says and picks him up cuddling him to her cheek.

"Hey, stop that. Man I seriously regret not having gone ahead with XLR8." Ben says.

Getting Rogue to laugh and give him a kiss on his head, putting him down in between herself and Kitty again.

* * *

|In Hawaii|

Logan lands the blackbird on the beach Alex was on not to long ago.

"See anything?" Scott asks his mentors.

"No and the tide's coming in, this cove will be underwater in an hour." Logan informs him.

"Take a closer look around." Charles suggests so both Logan and Scott leave the blackbird to look for anything that can tell them what happened to Scott's brother.

"You think it's his?" Scott asks checking the surfboard lying on the beach.

"Maybe. Hmm, looks like company dropped in on him, literally and left the same way." Logan replies and follows a trail of footsteps.

"What kind of company?" Scott asks him checking out the footprints himself.

"Magneto." Logan says grumpily.

"Who? Who's Magneto?" Scott asks, this being his first time hearing the name.

"I got a feeling you're about to find out." Logan grumbles.

"I know you're here Magneto, I can sense it. Show yourself." Charles tells his old nemesis telepathically and in response Magneto takes control of the blackbird.

"It's him." Logan says running towards the moving plane and manage to jump aboard, clawing himself into the outer shell.

Scott sees a shadow come from behind him and turns around, seeing a teen his age standing on a small cliff.

"Alex? Is it really you?" Scott shouts disbelieving.

"Scott? Scott!" Alex shouts excitedly and jumps down, meeting his brother in a hug.

"Man it's like you came back from the dead. I've had dreams like this." Alex tells him.

"Me too, this one's real though and look at you, where is that scrawny little kid I used to pick on." Scott asks.

"Man I still can't believe it. When Magneto told me you were showing up…" Alex says.

"Whoa, Magneto? That guy just kidnapped my professor." Scott tells him.

"No, no you got it wrong. He told me all about it and he wants to show him something. Come here for a sec. He wants to show all of us, you know mutants. He told me you're one and guess what so am I, see check this out." Alex tells him, coating his hands in energy.

"Magneto is great Scott. He knows so much and he wants to meet with us, that's all. I'm going, I mean how could I not but you gotta come too OK?" Alex explains, leading his brother over to a metal ball.

"That thing there will take us to Magneto?" Scott asks looking at the metal ball.

"Alright, I'll go just to keep an eye on you and to find professor X." Scott says agreeing and enters the ball with his brother.

Meanwhile on the blackbird Magneto is taking Charles to his hideout as well, while he drops off Wolverine on the same isle Sabretooth is already waiting on. During the plane ride he explains to Charles that the mutants are the future and that the humans will only fear them and that their existence is threatened by this.

* * *

|Back at the Institute|

Storm arrived in the Institute and is walking around, looking for anyone but only finds a small cat, which turns into Mystique once she turned her back to it.

"Well, look what the cat dragged in." Storm says readying her lightning powers to blast Mystique, who jumps at the whitehaired woman only to get shocked and shot back by the lightning.

Mystique rebounds relatively quickly and manages to throw storm down a level, back into the entry area and Strom responds by using her wind powers to blow away the blue skinned woman.

Mystique comes rushing right back at Storm and tackles her down, landing behind the woman.

"Give it up and I'll end this quick windrider. I shouldn't even have to prove myself to him." Mystique says angrily and tries to hit storm with a jump kick, only for her to dodge to the side and summon mist telling her "I don't know why you have chosen to attack me and in truth I don't much care. This is my home and you're not welcome here." Storm disappears into the mist and reappears behind Mystique, knocking her out with a strong punch to the head. Once the fight is over another Metal ball crashes into the Institute and collects Storm.

* * *

|with Ben and the others|

"Oh man you feel that ocean breeze? I'm going into meltdown here all covered up like this. I hate it." Rogue says stretching her arms.

"Hey, once we get there I can cool you down." Ben tells her with a pat to her leg.

"Yeah well you should try being blue and furry, it's murder." Kurt tells her and turns off his holographic watch.

"Kurt the road!" Rogue yells, seeing the road come apart. Kurt dodges to the side, taking the railing with him, barely able to keep the car on solid ground and suddenly a green van speeds up behind them and rams them.

"What is going on?" Kurt yells.

"It's Lance Alberts and his buddies." Kitty yells back, seeing Lance use his powers to try and knock them off the road.

"I'll slow them down." Evan says and uses his spikes to try and take out the other guys tires.

"Now avalanche." Quicksilver tells him and Avalanche shakes loose a pile of rocks they set up beforehand, forcing the X-Men off the road and into the waiting Belly of Blob.

"Come here often?" Blob asks and takes their car, shaking the teens out of it into the sand below and Avalanche uses his powers to bury them in the sand.

"That didn't take too long at all." Toad says looking at the filled in sinkhole. Kurt and Rogue appear behind them, having teleported out of the trap while Kitty helps Evan out of the hole.

Then Mystique's followers see an enormous hand come out of the former hole and Ben slowly stands up, having shifted into humongosaur once his team cleared out.

"Time to prove yourself Evan." Quicksilver says knocking the teen over.

" And you're staying behind." Blob yells, jumping at Kitty, only for Ben to take the teen in midair and fling him into the waters behind them.

"Thanks Babe." Kitty yells up thankfully.

Kurt is on Avalanches back, but teleports away once the teen gries to grab his tail and lands on some rocks in the area. Avalanche causes a rift towards the rocks and they collapse, with Kurt falling down with them and teleporting mid air, taking some of the rocks with him though. He lands on the sand and gets hit on the head by a rock, knocking him out.

Blob manages to swim back on land and sneaks up on Kitty, shoving her roughly, knocking her out.

"I got you beat and you know it Evan." Pietro says speeding around the teen and increasing his speed until Evan is buried up to his head in the sand that got picked up in the process.

Toad is trying to take out Rogue but Rogue dodges Toads tongue, by jumping to the side and shuts the car door while Toads tongue is still inside.

"Can't say I want your slimy thoughts in my head toad but I'm dropping you right here." Rogue says to the teen which flew face first into the car door.

"Relax Rogue, it's over." Avalanche says, touching her arm.

"I think you've got something quite wrong there pebble flinger." Ben tells him angrily in his deep voice and moves to grab the teen only for four metal balls to come flying at them at high speeds.

"There comes our reward." Blob tells her, pointing at the balls.

The three winners of mystiques squad enter the ball quickly, while Rogue is getting dragged in by the tentacles.

"Rogue!" Ben yells and instantly shifts into Lodestar, his magnetic alien and tries to free the girl but he feels another magnetic field overpowering his and rendering his useless.

"Ben!" Rogue screams for help and Ben shifts back into humongosaur to try and rip open the ball but before he can get his finger into the opening the ball is already closed and taking off along with the other four.

Ben shifts into his four-arm form and picks up Toad by his tongue, getting a whiny protest by the weak teen.

He then goes over to Evan, pulling him out of the sand with two hands and setting him down before going over to Kurt, throwing him over his shoulder and lastly he checks on Kitty, seeing her only knocked out without any sign of injuries and gently lifts her up in his two remaining hands.

"Evan you can drive right?" Ben asks the teen only getting a shrug in response.

"Watch Toad then will ya?" Ben asks him, putting the two unconscious and one struggling teen into their x-van and helps Evan into it as well.

"Man, how are we gonna drive that thing, it's wrecked." Evan asks him pissed at Toad and the others.

"don't worry, I got it covered." Ben replies shifting into a white and black blob with green circuit lines running over the black. He then covers the vehicle and starts to change it to his will, upgrading it with Jet thrusters and small wings, he rips out of the others' jeep and takes off flying in his makeshift shuttle back to the Institute.

Charles is talking with Magneto on his base, a meteor which is levitating somewhere near the north pole. "Your goals aside, what happens when mutants won't come willingly?" Charles questions him.

"Sometimes salvation must be force fed." Magneto tells him, showing him three capsules containing an knocked out Rogue, Jean and Storm.

"You didn't help them, you kidnapped them." Charles says appalled.

"A certain amount of persuasion may still be needed, but for every unbeliever there is a new convert." Magneto tells him with his crew assembling behind him and motions over to a door from which Scott and Alex appear, shocking the professor.

"Scott I don't understand." Charles says.

"Professor wait, we're just here to listen. That's all." Scott tells him.

"Are they here to listen as well?" Charles questions him, looking over to the three capsules.

"Hey, what is this!" Scott yells angrily.

"Simply a precaution Scott, not everyone has the maturity to accept the need for change as you do. Not yet." Magneto informs him.  
"Let them out!" Scott demands.

"I will, we just need to proceed cautiously, trust me they are perfectly save." Magneto tells him but Charles says "Are they save Scott? Are any of us save? I know this man well and his motives cannot be trusted." Telepathically, resulting in him getting put into another capsule as well, he only manages to inform Logan to lose the battle before he loses conscious as well.

While all this was going on Logan, who was trapped on an Isle with Sabretooth was brawling it out with his nemesis until he gets a telepathic message from Charles, telling him to lose the fight.

Not doubting the man Logan throws the fight and Sabretooth gets taken by a metal ball, leaving Logan a helicopter to use to return to the Institute.

* * *

|Institute|

"What happened here?" Kurt asks shocked seeing the destruction caused by Storm's and Mystique's fight.

"Oh my gosh." Kitty says worried, walking into the building with Ben hugging her close.

"This place is thrashed." Evan says looking around.

"Oh man, you guys live like slobs." Toad, who filled them in on why the others were taken during the ride, tells them.

"Storm? Hey you in here?" Kitty shouts, looking for her teacher.

Mystique, who waited above the entrance jumps over them, landing face to face with Ben and Kitty.

"She's out, can I take a message?" Mystique asks cockily approaching the girl.

"better keep your distance if you want to remain blue." Ben threatens her, getting in front of Kitty and transforms his arm into that of heatblast.

"Hah, if you're still here then that means you're a loser too." Toad taunts her, laughing at her.

"Don't ever call me that." She tells him packing him by his collar.

"What are you here for, mother?" Kurt asks her still pissed about what happened the last time they met.

"Simple truth, nobody discards me. Especially not Magneto, not after all I did for him. So I'm paying him a visit, we can go together or I can go alone." She says angrily.

"You won't be alone. If Magneto's got our friends then we're going after him." Wolverine interrupts her, walking into the ruined building.

"Good, but I know the man so I'm calling the shots." Mystique demands.

"Then get your own ride, X-Men let's go." Wolverine orders and everyone other than Mystique and Toad follow him, with them following a second later while Mystique tells the X-Men "But I expect to be consulted."

"Welcome to the first test ride of the X-M Velocity." Logan tells them, flying the mixture of helicopter and Jet out of the retracting basketball field, taking off into the direction of Magneto's base.

* * *

|At Magneto's base|

"How did Magneto promise to help you?" Scott asks his little brother after talking about what happened when they got separated all those years ago.

"Not just Alex, you as well. Everyone. Together we shall embark on a wonderous renaissance and I invite you to be a part of it." Magneto tells him, leading him to a device he created.

"I build it right into the asteroid. Behold the next step in mutant evolution." Magneto tells them, showing them the device.

"What is it?" Scott asks wearily.

"A genetic enhancer. Perhaps you've heard about the legendary gems of Scythorrak? Well they do exist. Once believed to possess mythical properties, these stones actually emit a distinctive radiation." Magneto explains.

"Hey, wait a minute, you're going to nuke us?" Alex asks.

"I'm going to evolve you, to finish your growth. No more pain Alex and no more hiding behind that visor Scott. Your powers will be fully realized, giving you complete control." Magneto tells them.

"What about them? I want them released." Scott demands pointing at his knocked-out friends.

"They will be, but only after you've gone through the transformation. I want them to see what I'm offering. And it is an offer, I won't force you to go through it." Magneto replies.

"We're just supposed to trust this thing works? You go through it then." Scott tells him.

"I have, I am fully advanced but why don't I provide you with a firsthand demonstration. Sabretooth." Magneto says and the grumpy mutant enters the machine.

"In a few moments he will emerge, reborn." Magneto tells them.

And true to his words a different Sabretooth emerges, now having furr all over his body, and his legs being more of a canine shape.

"Boys, it's time to reach your full potential." Magneto says.

"What do you say? I want to but not without you Scott." Alex says and gets a nod OK from his older brother.

The two of them then enter the machine while everyone in the pods get woken up by Magneto to see the two of them enter the machine.

Charles tries to warn Scott but it was already too late and the door shut.

"Too late Charles, he's mine now." Magneto tells his old friend triumphantly.

A few moments later the two brothers emerge with a much sturdier build and now white hair.

"You shall be called Havok." Magneto tells Alex.

"Go on Scott, show us the color of your eyes." Magneto tells him and Scott takes off his shades, looking right at his former friends.

"Another benefit to your enhancement. Your minds, they are purged of useless emotions, you should have a clear perspective of our dominant roles here on earth." Magneto says and an alarm goes off.

"Aircraft." Sabretooth says looking at a screen.

"Really? Lets see who it is." Magneto says and tries to control the plane only to find any metal missing.

"Boys, defend us." Magneto tells the two newly mutated brothers and they step out of the room, onto a landing bridge and take aim at the X-M velocity.

"Scott?" Logan says surprised upon seeing the red glowing eyes aimed right at them.

Logan continues to fly towards them, when suddenly they open fire on the aircraft, causing it to come crashing right at them.

Scott and Alex manage to flee the crash by running back into the room and with Jean telekinetically pulling them out of the way, only for the two brothers to get buried under a pile of rubble, shook lose by the now thrashed aircraft.

Everyone on the X-M gets out and ready for a fight.

"Mystique, you never could take no for an answer." Magneto says annoyed and gets involved in a fight against the blue skinned woman.

Logan sees the rest of the X-Men trapped in the capsules and slices through the controls, releasing them from their prisons.

"Where is the X-Jet?" Wolverine asks the Professor.

"Observation deck, that way." Xavier tells them, pointing in its direction.

"Gather there." Logan shouts before he gets stepped on by Sabretooth.

"Strom, Rogue, prepare the Jet, Jean let's get to Scott and Alex. Charles orders and everyone gets started on their task.

Blob tries to charge Kurt only for him to teleport behind the big teen, kicking him in his back and sending him towards the metal door of the mutation machine.

Lance uses his powers to attack Evan, who was standing next to a boulder which crumbles down, heading straight at Evan, lucky for him Kitty manages to phase him out of the way in time, phasing them infront of Lance and Evan kicks him in his gut, sending him to the floor, next to Blob.

During the fight against Mystique Magneto uses two metal bars to attack her only for Toad to fetch them out of the air and Mystique to jump at him. Magneto reacts by hitting her with another piece of metal lying around and sends her flying into his machine. He jumps after her, telling her to get out of it.

Logan in his fight against Sabretooth gets support by Ben, who shifted into shocksquatch, an ape like yellow furred alien. Logan dodges a stomp attack from Sabretooth and is slowly backing away only for Ben to come swinging from the pipes running over their heads with a double fisted downwards strike, coated in lightning. This seems to do the trick and at least stuns the feral man for a while.

Pietro is fighting against Evan, running around him, only for Evan to erect a wall of spikes, making Pietro stop to go around them, in his moment of carelessness Rogue appears behind Pietro and grabs him, draining his powers.

Back at the exit heading to the Jet Storm is using her lightning abilities to try and make a way for them, but doesn't get far with it.

"Make some room." Ben tells her, shifting into an armadillo like alien with a yellow mecha suit and drills coming out of the suit.

Ben quickly drills through the first blockade without any problems, when Blob comes running past him and clears the rest of the way, just running through the blockades, getting scared by the asteroid falling apart now that Magneto is incapacitated.

Toad tells his teammates to abandon ship and join the X-men on the Jet.

"Get abord the Jet quickly." Storm tells everyone and readies the Jet with Logan, waiting for Charles and Jean.

Jean is working on freeing Scott and manages to lift enough debris off him, for him to blast his way free the rest of the way.

"You and the others you're ruining everything. This was our chance to unite all of us." Scott tells Jean and Charles angrily.

"Unite? For what and at what cost? Look what Magneto did to you." Jean replies.

"He's helped me. I'm evolved. No more training, no more hurdles. My power are now at my mercy." Scott tells her cockily.

"Yeah so you blasted your friends with it. I mean how united is that?" Jean questions.

"You don't understand. We are the future." Alex tells her.

"Really Scott? Because if this is the future, I don't want any part of it." Jean tells them and leaves.

"You're right. Mutants shouldn't be devided, but we didn't draw the line, Magneto did and it's still there, you just crossed over it." Charles tells them and leaves to join everyone on the Jet.

Alex and Scott decide to listen to Charles and are trying to get back to the others, when the bridge with the Jet collapses, leaving Logan no choice but to take off in the last minute and the two brothers to jump of the bridge, slowing their decent with their new powers.

Once on the ground Logan tries to fetch them but the Jet gets hit by debris from the asteroid, which is coming apart and is unable to fly them to safety.

As the Asteroid is coming apart two capsules shoot out of it, containing Sabretooth and Magneto, while Mystique rescues herself by other means.

As the asteroid is falling down on them Scott and Alex try to stop it, by draining their newfound powers, returning to normal but much to their misfortune they only manage to destroy part of it with the rest still coming at them.

"Girls, I think this is something I'll have to take care of." Ben tells his girlfriends, giving them a quick peck before jumping out of the jet and runs over to the two exhausted teens staring at the asteroid. He throws them over to Jean who catches them telekinetically, giving Scott his shades back and transforms into Lodestar and forcefully shoves the plane away a great distance with the others, looking on worried for his safety.

They all get shocked speechless however when in Ben's former place is now kneeling a gigantic white

alien with red helmet, shin and armguards.

Ben as way big is kneeling, with the asteroid on his back and lifts it up with some difficulty, rising to his normal height, which is equal to the size of the asteroid itself.

Ben then takes a step in the direction opposite of them and throws the massive asteroid before crossing his arms, making a plus and a enormous energy beam shoots at the asteroid, turning it into a pile of dust with a powerful shockwave, which would have knocked Ben over right onto his friends if he didn't shift back into his human form.

Kitty sees him freefalling and begs Kurt to teleport up to him and down to them.

Kurt doesn't hesitate to do as the ponytail wearing brunette suggested and appears next to her with Ben a second later.

"Man, that was wicked you, I didn't know you could do that." Toad says hopping over to Ben, who's leaning on Kitty's lap with Rogue holding his hand with her gloves still on.

"Yeah well now you all know." Ben coughs.

"You OK there bub?" Logan asks him, looking down at the teen.

"Just give me a minute will ya? I never had to use that form before." Ben replies.

"I'm sorry all of you. Professor I, you know… I made some bad choices." Scott apologizes to everyone.

"More like misinformed choices, but we owe you and Ben our lives." He tells Scott.

"Oh man this hunger is killing me." Ben groans sitting up suddenly.

"Sorry Ben, we didn't exactly bring provisions and the jet's still down so you'll have to bear with it." Storm tells him.

"Oh screw that." Ben says, getting up on wobbly feet and shifts into upgrade but falls down, looking like a glibberish blanket.

"Logan do you mind flinging me at the damaged wing?" Ben asks the older man, only getting a grunt in response before he is send flying right at the damaged part of the jet and uses his ability to patch it up.

"Now, start the damn Jet would ya?" Ben says walking back over to them, over the top of the plane.

"You sure that will hold?" Logan asks him cautiously.

"Do I look like a dumbass to you? Yes, it will hold." Ben tells him short tempered, because his hunger is causing him serious pain.

* * *

Everyone then flies back to the Institute and Quicksilver and Co quickly take off.

Ben storms out of the jet as soon as they touched down and heads straight into the kitchen, where he turns into a smaller, maybe waist height alien with green skin, a white suite and vine like tongues coming out of his mouth. He then starts to scarf down anything not bolted to the walls.

Rogue and Kitty ran after him, worried about their boyfriend while the others also follow but at a more normal pace.

"Ben, are you OK babe?" Rogue asks opening the kitchen door only to see the smaller green alien with a belly lie on his back in the middle of the kitchen.

"OK, like what happened to the refrigerator?" Kitty asks seeing multiple things missing from the kitchen, only to get a burp from Bens alien form and a few pictures that were pinned to the fridge to come flying out of his mouth.

"Seriously?" Rogue asks feeling somewhere between amused and pranked.

"Sorry?" Ben says shifting back into human and goes over to his two girls, pulling them into a strong hug.

"I'm so glad you're both alright." He tells them relief evident in his voice.

"Talk for yourself, what did you think you were doing blowing up an asteroid?" Rogue asks him.

"I didn't think, I was only trying to protect you guys at all costs." Ben tells her.

"Well don't do it again!" Rogue orders.

"How is the patient?" Evan asks being the first one to catch up to the group and sees half of the kitchen missing.

"The hell? Oh man not the fridge I was saving a milkshake in there." Evan complains.

"What is it Evan?" Charles asks, peering into the kitchen with the other X-men.

"Sorry?" Ben says apologetically.

"Don't worry, I guess this is a small price to pay for everyone being alive." Charles says chuckling lightly.


	11. Chapter 11

|Xavier Institute|

"Thank you for assembling students." Professor Xavier says, motioning for the teens to sit down in the salon.

"What is it Professor? Don't tell me another mutant outbreak." Scott asks wearily.

"No, no not this time and I'm aware that you're eager to meet with your brother in Hawaii with Jean and the others want to take your trip to the beach but there is something I want to say before everyone leaves." Charles tells them.

"First of all, I am proud of you for how you handled yourself during the difficult situation 2 days ago. Secondly, there will be new students coming to this Institute during the next month. Many of their parents or they themselves have contacted me to seek help." Charles says.

"Cool new kids, I can't wait to see what their powers are." Kurt says excitedly hopping up and down.

"Yes, it will be interesting to see our family grow. However, with the newcoming students there are also challenges with how we're going to teach them since we only have 3 tutors for now, so I'd like to ask 2 of you to help teach everyone." Charles continues.

"Sweet do you want me to teach them new kids how to shred?" Evan asks.

"No Evan, I was thinking that Scott and Ben could help train everyone." Charles replies.

"Ben, I understand with his diverse powers but what am I going to teach them?" Scott asks doubtfully.

"You'll be training them in teamwork. You and Jean have been with us the longest and are the most experienced when it comes to missions." Professor Xavier explains.

"I see, do you think I'll be able to handle it?" Scott asks still unsure if it is a good idea.

"Yes. I believe in your abilities but don't worry, I will be helping you in the beginning. Same with you Ben, Logan and Storm will be helping you as well. However, this doesn't exclude you from your usual training with the others." Charles tells them.

"Understood." Scott says proudly.

"You hear that old man, you're going to be my teachers assistant." Ben teases Logan, poking him only for Logan to respond by extending his claws under Ben's throat grumbling, "you'll pay for that in the practical battle session next week" making the brunette with green eyes gulp.

"Back to topic, despite me asking Ben and Scott to actively teach at the Institute I expect everyone to help each other and the newcomers. Now go enjoy your day off." Charles finishes, making everyone cheer and leave the room.

"You really think making cyclops and ghost boy teacher is a good idea?" Logan asks Charles.

"Yes. You can't deny they both have talent and I think teaching others will be a good way to help them harness it." Charles replies.

"If you say so, but if one of the newlings go boom during one of Ben's training sessions I'm not cleaning it up." Logan scoffs and leaves as well with Storm following him.

"Hey, have a save trip you two, see you in a few days." Evan tells Scott and Jean as they are prepping the blackbird for takeoff.

"Thanks, have fun everyone." Jean tells them as she closes the door, waving at the group before Scott flies them out of the hanger.

"So, finally time for our road trip." Kurt yells excitedly.

"Yeah, let's do it." Evan agrees hyped up and the group of 5 head to the x-van.

"I'm not going greymatter again." Ben says decisively before getting into the van.

"I have a solution for that." Rogue tells him and lets him get in the last seat in the back, next to Kitty and sits down in his lap.

"Happy now?" Rogue asks him smirking.

"I won't complain." Ben replies, trying to play cool while Kitty laughs at his blush.

"Man can you three stop flirting for one second. Do we have everything?" Evan asks them from his passenger side seat.

"Yes, now get going fuzzball." Rogue replies mildly annoyed Evan rained on her parade.

"Aye, Aye." Kurt says and start up the car, driving off and waves at Professor Xavier, who's watching them from the balcony.

"Ya know Chuck, I still don't get how Ben ended up with Kitty as a second girlfriend." Logan tells the mind reader.

"It doesn't matter as long as they are happy does it?" Charles replies wisely, having looked into the girls' minds, but was unable to get a clear reading on Ben's because he trained to be able to withstand mind control with his brainstorm form.

"I guess, I just don't want him to get a big head or for one day the school to be filled with litters of little Bens." Logan grumbles, making the professor laugh lightly.

* * *

|At the beach|

"Finally. We made it." Evan says once Kurt parks the van on a parking spot leading to the beach about 20-30 minutes away from the Institute.

"Wohoo. Let's hit those waves." Kurt yells and hops out of the car with Evan following behind him and they fetch their surfboards out of the back of the truck.

"So what do you want to do ladies?" Ben asks his two girlfriends, helping Rogue off his lap and out of the car.

"I don't know, right now I just want to lie down and maybe get a tan." Kitty says lazily.

"A tan huh?" Rogue asks looking at her pale skin since she has to be completely covered up most of the time.

"Rogue, there are no other people on the beach if you want to you can take off the track suit." Ben tells her, squeezing her hand to reassure her.

"If it helps, I'll keep watch over you and if by any chance other people come you can just put it back on." Ben suggest.

"I guess you've got a point." Rogue agrees as She, Ben and Kitty go onto the beach, picking a nice spot on the side so they have some quiet away from their two surfing friends and Ben sets up their towels and a sun umbrella.

Kitty takes off the oversized shirt she was wearing, revealing a white bikini underneath and flops down on her stomach on the towel to the far right, putting on her sunglasses on.

Rogue takes off her tracksuit, showing that she is only wearing a black bikini underneath herself and sits down on the towel to the left, leaving Ben who removed his muscle shirt the towel in the middle.

"Ben I didn't know you were so toned." Rogue says looking at his muscular form with Kitty, now that he's shirtless.

"Ben sweetie, could you like do my back for me?" Kitty asks him with a sly grin on her face.

"Sure." Ben agrees a bit nervous since despite the three of them dating they haven't done much physically other than kissing and cuddling together.

He takes the suntan lotion Kitty is holding and squeezes some onto her neck. He then starts to gently rub the lotion over the ponytailed girls neck and upper arms before moving downwards onto her lower back and squeezes some more lotion on her, making the girl shudder at the coldness and repeats the process, covering her back with the lotion while Kitty hums appreciatively every now and then. Ben then puts some lotion on his palms and covers the girls' leg.

"All done, any complains?" Ben says smiling at the girl.

"You were to fast." Kitty says disappointed that he's already done, making Ben chuckle.

"You want me to put some on you too Rogue?" Ben asks the pale girl looking at them jealously.

"Yes please." She says quietly.

Ben then repeats his process on Rogue and asks her if she needs something else.

"Since you're offering my shoulders are a bit stiff I'd really like to get a massage, since I never had one." She tells him.

"Sure thing." Ben says and starts to massage her shoulders, rubbing circles on his neck with his thumbs and wants to ask her if he's doing OK but Rogue already answers by giving off a sensual moan.

"Rogue girl, I didn't peck you for a moaner." Kitty teases her best friend, giving her a smirk.

"Oh you wait for it, Ben it's her turn after mine OK?" Rogue asks their boyfriend.

"OK." Ben agrees smiling at his girlfriends' antics.

He continues massaging Rogue's neck and shoulders eliciting multiple moans from the pale girl.

"Show me what you got." Kitty says as Ben comes over to her and sits down next to her, preparing to massage her.

Kitty tries to stay as collected as possible to win against Rogue but maybe 30 seconds into the massage she moans out "Oh dang, yes right there."

Ben chuckles while Rogue sticks out her tongue towards her friend signaling that she is just as loud.

Ben keeps massaging Kitty, until she suddenly sinks into the sand with a little shudder and Ben has to stop her from going under with his phase shifting powers.

"I think that's enough for now." Ben tells her and gives both girls a peck on their cheek, before lying down on his back himself.

"Ben do you want some help, putting on the lotion?" Kitty asks him giving Rogue a nod towards Ben.

"Yeah, let us repay the favor." Rogue agrees and both girls climb over to their boyfriend and Rogue puts some lotion on his chest while Kitty smears some over his abs.  
"Girls, you really don't have to…" Ben says only to be silenced by a kiss courtesy of Rogue.

"Oh Rogue, you gotta check out his abs." Kitty tells her excitedly.

"Sure, just have to avoid contact between us remember." Rogue tells her, pulling away from Kitty's unconscious reach for her.

"Sorry, I got distracted." Kitty replies and sits upright on the sand while Rogue trails down Ben's body until she reaches his abs.

"I see how you got distracted." Rogue replies grinning as Kitty leans down to give Ben a passionate kiss.

Rogue decides to get bold and tells Kitty "hand me the lotion."

Kitty gives her the lotion before reclaiming Ben's lips with her own and their tongues start to dart out of their mouths seeking entrance to the others' mouths.

After receiving the lotion Rogue covers some of her front in the lotion and lies down on Ben's lower body with her head facing towards his feet, spreading the lotion over his legs by rubbing herself up and down his legs.

"Oh, you are one naughty girl." Kitty chimes in sounding impressed at Rogue's boldness while Ben has to hold back a moan at the sensual skin contact, he's receiving.

"Want me to do your upper body?" Kitty asks teasingly, pushing out her chest to bring out her breasts more and leans forward.

"No, no I'm good." Ben says with a gulp, seeing Kitty's seductive pose.

"He certainly is." Rogue says feeling Ben's erection poking her belly and gets off him, giving it a brief squeeze through his pants.

"Oh Ben, you better safe that for when we're alone and don't have two doofuses watching us." Kitty whispers in his ears, motioning to their two teammates who walk over to them, taking a break from their surfing.

Ben quickly turns around on his back, making the girls laugh knowingly.

"What's wrong with him?" Evan asks seeing Ben try to bury his head in the sand.

"Maybe he got too much heat, What's up?" Rogue asks him, still sitting next to Ben with Kitty on the other side.

"We wanted to ask if you guys want to play some volleyball." Evan asks them.

"Sure, what do you say Ben?" Kitty agrees and asks her boyfriend challengingly.

"Yeah, yeah. Just give me a minute I'm thinking about what I can teach the new kids." Ben lies as he's trying to think of unattractive things to lose his erection but is failing with his two beautiful girlfriends sitting at his side.

"Alright, I'm covering up then." Rogue says and puts on her track suit.

Evan, Kurt and Kitty are already standing a few feet away, drawing a field in the sand with their feet.

"You coming hottie?" She asks Ben who's still lying face down on his blanket.

"That was your fault you know." Ben sighs and gets up.

"I know, I have to say I like seeing you squirm for once." She says, giving him a peck on his cheek.

"You know I'll eventually get you back for that miss I can't hold my moans." Ben tells her and slaps her ass as he walks past her, making the girl yelp in surprise.  
"You OK Rogue?" Kurt asks having heard the girl.

"Yeah I stepped on a clam, now mind your own business." Rogue replies annoyed as she sees Ben stick out her tongue to him.

"Yo Ben put up a net would ya." Evan asks him and Ben nods his head, shifting into diamond head and erects a crystalline volleyball net in the court they drew.

"Good job man and now get ready for some smashes." Kurt says teleporting upward and making a fake smashing motion.

"We're playing with powers?" Kitty asks.

"Sure, what's the fun if we don't?" Evan replies.

"So what teams?" Ben asks.

"I think you should play solo since you've got the most powers, how about boys vs. girls for the other teams?" Evan suggests.

"You're on, now you'll see what you get for skipping out on Logan's classes." Rogue tells them.

"Oh please, you only go to every class cause Ben is always there." Evan replies.

"Play ball." Rogue tells them and Kurt starts the match with a normal serve.

The two teams battle it out for a while with Ben keeping count and acting as a referee.

The game end with the boys winning because of Kurt's teleporting and Evan using a stick he made as a pole to jump off and using spikes on his feet to get a better grip in the sand.

"Sorry girls, they won. It was mostly due to their advantages, but a win is a win." Ben tells them, giving each a brief hug.

"You're up next wonderboy." Kurt tells Ben.

"Alright let's do this." Ben says splitting himself in two once he turned into a smaller, white and black alien with larger arms than legs and three fins on his head.

"What the?" Evan asks surprised and is even more surprised when the two aliens turn back into two Bens.

"Phew, this isn't as easy as it looks, so let's get it on boys." Ben tells them having some problems staying focused on his current form combination.

"Rogue, are you thinking what I'm thinking?" Kitty asks her friend, looking at the two shirtless Bens.

"I think so, yeah but do you know what I'm also thinking?" Rogue asks.

"That his clone form is really cute?" Kitty replies.

"Yes, isn't it. Plus, with him like this we each get to have our own Ben." Rogue whispers excitedly.

"I know, we could get him to make even more Ben's." Kitty suggests.

"Girl, where did your mind just go?" Rogue asks seeing Kitty stare off in her own fantasy.

"Nothing, nowhere. Just some ideas for if our relationship works out as we all hope." She mumbles blushing.

"Did you two already…?" Kitty asks Rogue.

"No, you?" Rogue replies.

"How fast do you think I work, do I look that easy to you?" Kitty asks surprised.

"No, but you know you've had a crush on him longer than I know him, so I would have understood." Rogue tells her.

"Anyways we didn't, the most we did was a little over the clothes action." Kitty whispers to her while the three boys are already playing their game of volleyball, with Ben being pretty even with them because of his flawless teamplay since he literally is both players.

"Yeah, we only went to second base up till now too, but do you think you're ready for more? Cause I know I am." Rogue says.

"I couldn't agree more." Kitty replies.

"So, what do we do? Do we do it separately or together or still wait till he initiates it?" Kitty asks her fellow girlfriend.

"I think separately would be best for now, since you know… Zap." Rogue tells her, tapping her arm with her gloved hand.

"So, when should we?" Kitty asks.

"I don't think we should plan anything out. I mean Ben won't go anywhere and now that we've talked things over things can just progress normally, well as normal as they can be for three mutants in a relationship together." Rogue suggests.

"Yeah, you're right." Kitty agrees and they watch the game of Ben x2 vs Kurt and Evan.

Once the game is nearing an end with them continuing to be pretty evenly matched Rogue gets an idea.

"Hey, want to freak Ben out some more?" She asks Kitty.

"Sure, what do you have in mind?" Kitty asks smiling mischievously.

"How about…" Rogue explains and gets a nod from a blushing Kitty. The two girls then walk behind Kurts and Evan's part of the court and wait for a moment where the two boys can't see them and only Ben will see them.

They don't have to wait long, when the opportunity presents itself, since Ben is often looking over to them curiously with at least one of his clones.

"Now." Rogue whispers to Kitty and the two of them pull up their bikini tops, flashing their stunned speechless boyfriend who loses control over his powers and accidentally turns into four arms, losing his clone and unconsciously continues to play the ball, hitting it upward now with his four freakishly strong arms and sends it flying out of sight.

"What gives?" Kurt asks Ben, who's blinking, staring at his topless girlfriends who smirk at him triumphantly.

"Nothing." Ben mumbles and Kitty and Rogue quickly put their bikini tops back in place before the other two boys notice.

"So, what's the score?" Evan asks the two girls.  
"uhm 20-20 but since Ben lost the ball, I guess you two win." Kitty tells them, making the two boys cheer.

Ben transforms back to his normal form and goes over to the two girls saying, "That wasn't playing fair."

"No, it wasn't but it was supposed to be a hint at what you can expect in the near future." Rogue tells him with a wink and walks past him towards her towel with Kitty following behind her, whispering in his ear seductively "liked what you saw?" as she moves past him.

They decide to go for a swim and are playing around in the water, when Ben and Kitty see Rogue looking at them from the beach, feeling a little left out because of her so-called gift.

"Rogue, come join us, we're going to play with a beachball." Ben shouts over to the girl and she removes her track suit and joins them in the water, keeping her distance and staying on the side Ben's on.

"Thank you." She says gratefully.

"Anything for my beautiful girlfriend, even if I still owe you some payback. Maybe I should spank you later." He tells her and Rogue gets hit by the beachball in the face, making him laugh at her glare.

"Do you feel like there is something going on here we don't know about?" Kurt asks Evan.

"Nah." Evan replies.

"On another note, do you think I should ask Ben for dating advice? Since I can't get the ladies to appreciate this furry devil and he managed to snack two girls." Kurt asks him.

"You want to ask Ben? Why not come to the master directly, I mean I'm right here." Evan says cockily.

"You? I don't see you having a girlfriend." Kurt says skeptically.

"That is only by choice!" Evan protests.

* * *

AN: let me know what you think, I'm always not very secure in how my non- episode related scenes turn out.


	12. Chapter 12

|a month later|

Jean is playing in the schools girls soccer team and makes a game deciding shot, getting praised by everyone including Scott, Kurt and Evan who came to watch her play and Duncan who she is driving home with which gets on the red shades wearing teens nerves.

On the ride back to the Institute the three boys see a car chase which leads to an accident with a criminal unconscious in his car, which is dangling off a bridge over a full school bus.

Scott instructs Kurt to port the man on to the ground and he shoots the car away from the school bus once is falls.

* * *

|Xavier Institute|

The new recruits are playing around in the frontyard, flaunting their respective powers, some trying to impress girls, others to prank someone.

"So those are the new recruits huh? Looks like we've got our hands full." Logan says looking out of the window, watching the kids play around with their powers, destroying parts of the school accidentally.

"Yes, a spirited bunch but good kids though I'm afraid it'll be harder to keep a lid on things and maintain our anonymity." Charles says.

"Not to mention our buildings, we're definitely gonna need Ben and Scott as instructors. Where are they anyways?" Logan says, seeing a fireball fly past their window.

"Charles, excuse me but I think you may find this interesting." Storm says walking into the room and turn on a TV, showing a news report about Scott using his laser to safe the kids in the schoolbus.

"That answers half of your question I suppose and Ben is taking the day off with Rogue and Kitty, though I know where I can find him if the situation needs his attention." Xavier says, looking at Logan who only grumbles "kids." In response.

* * *

|With Rogue, Kitty and Ben|

The three of them are standing on the edge of the cliff behind the school, looking downwards.

"Are you sure about this?" Kitty asks Ben.

"Yeah come on trust me. I build it myself." Ben tells them and slings both girls over his shoulder, transforming into Four arms and jumps downwards, landing on the stone platform to their left he made a week ago because the professor requested one, telling him that it will be needed for their future training sessions.

"Warn us next time." Rogue tells him while there are still hanging over his shoulders.

"Sorry." Ben replies and puts the girls down, turning back human.

"So what's the big deal bringing us down here?" Kitty asks looking around.

"Come on." Ben says with a grin and leads the girls down the stony path he made leading into a cave near them, while another other leads back to the top of the cliff via steps.

Ben leads them around the corner into the opening off the cave and they see a door there.

"Seriously you put a door into a mountain?" Rogue asks Ben.

"Sweetheart, just trust me OK. You'll both like it, I think." Ben replies, making the girls look at each other and shrug while Ben is inserting his key and opens the door for them, holding it open so they can enter.

The two girls walk through the door and enter a huge room, build into the mountain.

"Ben, I'm guessing you made this room?" Rogue asks looking around.

"Yep." Ben replies proudly.

"Are you sure it's gonna hold? I mean the Institute is not for from being over our heads I'm guessing." Rogue says concerned.

"Yes It'll hold. I reinforced the structure from the inside with my crystals and did the calculations with greymatter." Ben tells them, making them give a relieved sigh.

"So what do you think?" Ben asks showing them around the small room he build and the bits and pieces of furniture he got.

"One question, how did you get that through the door?" Rogue asks pointing at a enormous Bed at the end of the room.

"Phased through the mountain." Ben replies as if it's the most normal thing in the world.

"And nobody else knows about this?" Kitty asks exited thinking she may find some peace and quiet here away from all her noisy friends.

"Only the professor and Logan could track us easily but I doubt that he will." Ben replies.

"How did you pay for this?" Rogue asks jumping onto the edge of the enormous bed to sit there.

"Remember those things I have in my room, stacked on the walls?" Ben asks, getting a nod positive from both girls.

"Well those were some inventions for various purposes and I sold one of them quite successfully. I'm not nearly as wealthy as the professor but I'm doing good especially considering I'm still a minor." Ben informs them.

"Oh that's great Ben, I'm so proud of you." Kitty says happily and gives him a big hug.

"Thanks Kitten." Ben replies.

"So is this all you wanted to show us or did you have something else planned? I mean you told the prof. that we're taking the whole day off." Rogue asks him, taking off her shoes once she sees that the floor is rather clean and lies down in the middle of the bed, spreading out her limbs."

"Well if you'd care to shift your attention over here." Ben says, opening another door, showing them a Kitchen with dining room and another room with a functioning bathroom.

"Hell, you really went all out on this." Kitty says impressed.

"Yeah, I wanted us to have a place we can retreat to or enjoy our peace and quiet, now that the school is getting fuller." Ben tells them.

"Or get some privacy." Rogue whispers to Kitty who is sitting next to her on the bed, testing out the mattress and blushes at her roommate's implications.

"And the prof agreed?" Kitty asks surprised.

"Well once I promised I'd help with some of the projects he has planned he didn't mind as long as I don't dig right under the compound.

"Sweet." Kitty says.

"Anyways, ladies If you'd like to accompany me to the dining room." Ben says holding the door open for them and leads them to the medium sized table he put there.

"I went ahead and prepared a little snack for us." Ben says and gets a dish from the kitchen, reheating it quickly with his fire powers.

"You really are handy you know, how do you get this place clean anyways?" Rogue asks him.

"You really gotta ask?" Ben asks cockily, turning into ditto and multiplying himself before turning into a huge turtle like creature.

"What can you do in that form?" Kitty asks interested.

"I can spin around really fast, becoming a living fan basically." Ben answers, making Rogue chuckle.

"Anyways, the meal is served." Ben says putting the food down on the previously prepared table.

The three of them then eat and exchange a little small talk.

"Wow Ben, I didn't know you could cook." Kitty says impressed.

"Not really, I had to do this like four times until it was edible." Ben says laughing.

"Why are you laughing?" Rogue asks interested.  
"cause I was too lazy to get new ingredients so I turned back time and started over again." Ben says smirking.  
"You can turn back time?" The girls asks shocked.

"Yeah, but I can only travel backwards by myself so I rarely ever use it." Ben tells them.

"I'm really getting envious of your powers you know that babe?" Rogue says.

"Rogue, I'm sure that given some time I may be able to figure out a way for you to control your powers." Ben tells her, hugging the girl.

"Yeah Rogue, don't give up hope. Plus it's not like you don't have anyone to touch anymore." Kitty tells her, putting her hand on the pale girls back.

"So, any reason you got such a gigantic bed Ben?" Rogue asks trying to change the topic.

"I thought that it's a shame we never go on a date as three like we're doing now and thought it would make things easier, plus that way we can sleep together without worrying so much because there is enough space for you to sleep on your own side." Ben tells her, while they walk back into the living room.

"Uhm, Ben I just realized this but what happens if there is a storm and the waves reach the door or something?" Kitty asks.

"It's isolated, but I actually build the place a little higher into the mountain so it shouldn't be much of a problem, stop worrying about the details." Ben tells her, giving her a kiss on her forehead.

"So, what now?" Rogue asks as the three of them are standing in the middle of the living room.

"Actually I was thinking that if you wanted to, you both could get some swimsuits and meet me back here." Ben tells them.

"Sure sounds fun." Kitty agrees and drags Rogue out of Ben's hideout and to their room.

"So, which one do you think is good?" Kitty asks holding up some swimsuits.

"I don't know." Rogue replies honestly and fetches her black bikini, it being her only swimsuit.

"Oh no Rogue, come on you're taking one of mine. While the plain and classic style suits you I'd like to see you in something more… exotic." Kitty tells her pausing as she looks through her drawer and finds a leopard print bikini for the other girl and hands her the clothing.

"Are you sure? I mean this isn't really my style." Rogue asks her unsure.

"That is the point. Come out let's get you out of your comfort zone." Kitty tells her enthusiastically and fetches a red bikini with yellow leaves as print on it and pockets the clothing.

"Come on let's get back, we don't want Ben to think we ditched him." Kitty says laughing lightly and they hurry back to Ben, who's already dressed in his swim trunks and took off his shirt.

"We're gonna change real quick." Kitty says, pulling Rogue through the open door and closes it behind them.

"Do you think he's doing it on purpose?" Kitty asks Rogue while they are changing into their bathing suits.

"Doing what on purpose?" Rogue asks back.

"flaunting that strong body of his." Kitty replies obviously.

"I don't know maybe." Rogue replies.

"Well let's see what happens when he sees this." Kitty says excitedly, pointing between herself and Rogue, who thinks that her top is a little too tight but doesn't point it out.

"Benny-boy. We're ready." Rogue says playfully as the two beauties step through the door, making Ben's jaw drop at seeing their outfits.

"Wow, you are both stunning." Ben says.

"Thank you." They both reply.

"Well come on, let's go for a swim." Ben says and hops into the water just outside the cave.

The two girls hurry after him and are next to him in the water a second later.

"So, what now lover-boy?" Rogue asks teasingly.

"I don't know your choice." Ben replies honestly not having thought the whole date through.

"How about we see who can hold their breath the longest." Kitty suggests and the other two agree.

"One, two, three." They count together and dive down until they reach the bottom of the sea, which is maybe 3 meters deep near the cave.

The three stay underwater for maybe two minutes before Kitty gives up and returns to the surface, sitting down on the ledge prouting out of the water.

Still underwater Ben and Rogue are looking at eachother, trying to make the other surrender by getting them to laugh or distract them. However none of them are giving in and when they reach the three and a half minutes mark Ben suddenly swims to the surface with Rogue following him.

"Phew." Ben coughs out some water, swimming over to Kitty and putting his arms on the ledge next to her legs.

"Hah, I win!" Rogue shouts excitedly.

"Only cause you cheated, again." Ben complains with a pout.

"Cheated? How?" Rogue asks confused.

"Uhm, Rogue. I think you need to retie something." Kitty says pointing at her chest and Rogue sees her bikini top float around her neck but on top of the water.

"I swear I didn't do it on purpose this time, Kitty's top just is a bit to tight for me." Rogue says embarrassed, paddling over to them while holding the clothing over her breasts.

"Ben, can you tie it in the back please?" Rogue asks him sweetly and Ben fixes her clothing problem for her.

"Thanks." Rogue says.

"Humpf, my breasts are not that much smaller than yours." Kitty says her pride having taken a blow.

"You know that's not how I meant it." Rogue says worried she angered her best friend.

"Just kidding." Kitty says sticking out her tongue, "but you know we are still growing don't think I've given up on overtaking you." Kitty tells her.

"Anyways, who wants to relax in a hot tub?" Ben asks.

"You got a hot tub in there?" Kitty asks giddily.

"No, come on follow me." Ben tells them and swims ahead of the girls over to the other side of the cave and climbs on to the ledge he build there, helping his girls up and shows them a generous hole he made in the rocky foundation surrounding the cliff.

"And how is that water hot?" Kitty asks, poking her toe into it, feeling no warmth from it.

"hop in and find out." Ben tells her, getting into the manmade pool and his girlfriends follow him, staying at the edge of the water.

"Easy does it." Ben says to himself, turning into heatblast and slowly increases the waters temperature to an enjoyable level.

"Ohh." Kitty says liking the warm water.

"See, hot tub." Ben says with a smirk.

"All we'd need right now are our own personal masseuses and this is the perfect spa." Kitty says, relaxing and leaning onto the edge with Rogue doing the same with a fair amount of distance between them for obvious reasons.

"Why not?" Ben says and turns into ditto, cloning himself a few times until there are 6 of them in the water.

"I hope I don't look to weird like this." Ben says as three of him swim over to one girl each.

"Don't worry about it, we actually think you're cute looking like this." Rogue tells him, stroking one of the dittos' face.

Ben then starts to massage the girls, telling them to put their heads onto a towel he brought and massages them with one ditto taking care of their neck and arms, another their back and the last one massages her legs. For Rouge he focuses his hands into that of his human self, so the girl won't turn into a ditto herself accidentally.

This process soon ends in a loud moan fest, courtesy of the two girls, whenever a ditto hits a tense spot.

After maybe 10 minutes of massaging the girls Ben turns back human smiling at seeing his two girlfriends' content with the massage and his hot tub idea.

|Meanwhile at the Institute|

Kurt, Evan and Scott arrive at the Institute and Kurt tells them "Maybe we don't mention what happened to anyone."

"Yeah, we could keep quiet about it, or blame it all on you." Evan says, upon seeing their teachers, including his aunt stare them down.

The professor then asks Scott for them to speak in private.  
"The thing that really gets me is that I hesitated, I was so worried about anyone seeing me that I almost acted too late, I mean helping others and saving people should be the most important thing we can do with our powers." Scott says.

"Scott, I know that this is a confusing issue, yes helping others is the right thing to do but we must at least try to stay anonymous at least for the present." Charles tells his protegee.

"It's like hiding in shame, what's the harm in letting people know?" Scott asks.

"Because many of these people are not ready to face the fact, mutants walk the earth. Look, Scott I'm not blaming you for what you did. In fact I might have done the same thing in your place. I'm just saying you need to do what you can without revealing who you are." Charles tells him.

"I just don't know professor, I'm having a hard time on this one." Scott replies and leaves his office, heading to his room to video chat with his brother.

"Got the trophy dude, your little brother just can't be beat on the pipeline." Alex tells him showing him a recording of his surfing.

"Yeah right, who're you surfing against? Little girls?" Scott shoot back.

"No little girls in the semi-pros dude and next year I might even go pro." Alex replies.

"Really? I guess that means you won't be joining us here at the Institute for a while." Soctt says disappointed.

"It'll have to wait, this whole thing about being a mutant is just … I don't know." Alex tells him.

"Yeah, definitely takes a little getting used to." Scott replies.

* * *

|school|

The next day the new principal is holding a speech in the gymnasium. Scott is waiting for Jean but to his disappointment the redhead decides to sit with Duncan.

Near the gyms entrance Toad, Blob, Pietro and Lance are leaning against a wall with toad hopping around trying to catch some flies.

"Man this bums, even the flies think they're better than us." Toad complains.

"I don't even know what we're doing at school anyways." Blob says.

"But I do know what Lance is doing here. He's trying to land with a certain Kitty-cat." Pietro says while Lance is sulking, looking over to Kitty, who's sitting with Ben while Rogue is making her way over to the two, pushing away the teen next to Ben and sits down, greeting him with a kiss to his cheek.

"Excuse me, how long do these assembly's usually last?" A girl with British accent asks Rogue, scooting over from the other side.

"Oh, too long but at least it gets us out of class." Rogue tells the girl.

"Right, class. My next one should be…" The girl says looking at her schedule and Rogue leans over to her, pointing it out, "Geometry with mr. burton. You're new?"

"Yeah, I'm Misty Wilde from Manchester England." She says.

"I'm Rogue, hang out afterwards, I'll show you where burton's class is." Rogue tells the purple haired girl, before scooting back over to Ben.

"What was that about?" Ben asks curious.

"New student, I'm gonna help her get used to things, so you'll have to get by without me after the assembly." Rogue tells him, giving him a kiss.

"Great, maybe I can show you that place I was mentioning the other day." Kitty chimes in, linking her arm with Bens.

"Sure, sounds good." Ben agrees.

Lance sees this and decides to play a prank on the two teens, by using his powers to cause an earthquake under the school.

Ben glares at him once he sees him stare at Kitty before their attention gets caught by the scoreboard hanging from the roof falling down, heading right for the speaker podium where the new principal is standing.

Jean reacts in time and uses her telekinesis to push the falling scoreboard away from the principal.

"Phew, since when is Bayville on a fault line?" The principal jokes before holding his speech.

"Anyways, I want to welcome you all to a new semester. I know filling the void of your previous principal Mrs. Darkholme can not be an easy job but it's a challenge to which I'm looking forward. And that brings me to what I'm hoping will be the theme of the coming semester. Meeting new challenges. You know, most of us go through live thinking we're not so different from the people around us and that's a mistake, because I'll wager that everyone here has some unique talents. Some special gifts, some ability that makes us stand out from the crowd. However, that said I want your second priority to be supporting the girls soccer team for the championship and that means I want everyone of you to show up tonight for the big rally."

* * *

|after school|

Kitty is waiting for Ben at the schools parking lot when Lance approaches her with his friends waiting next to him in their jeep.

"Lance just forget it." Kitty yells at him.

"Come on, I said I was sorry for the scoreboard thing. Don't be mad." He tells her.

"Just stay away from me OK?" Kitty says and moves to walk away but he grabs her wrist to stop her.

Ben arrives and rushes over to them, warning Lance "Keep your hands of my girl, our I'll touch you and believe me you won't like that." While Kitty phases her hand free.

"Oh yeah, we'd like to see you try, afterall you goodie twoshoes can't use your powers in public." Quicksilver says.

"Come on Ben, he's not worth it." Kitty tells him, taking Ben's hand and leading them away.

"You know I could have taught him a lesson right? I didn't attend everyone of Logans martial arts classes for nothing." Ben tells her, slinging his arm around the ponytailed girl protectively.

"I know but he honestly is not worth the trouble, now come on." Kitty replies.

"Hey where are you guys going? Not waiting for Rogue?" Scott asks the two as they walk past him, since he's waiting for Jean.

"She's befriending one of the new kids. By the way I think Jean is getting a ride with that football dude." Ben informs him, making Scott sigh disappointed.

"You know what guys? Summers may like keeping things under wraps, but I've had it with hiding our powers." Lance tells his friends.

"but Mystique said…" Bob argues.  
"Forget Mystique, she ain't around no more, so I say let's take principal Kelly's advice and go public with our unique talents." Lance says.

* * *

|later that day – soccer tournament|

Ben, Scott, Kurt, Evan, Kitty, Rouge and the professor have all come to the game to cheer on Jean and are excited for the game while they are cheering from the stands with Ben standing behind Rogue, enveloping her so she won't have to worry about touching anyone else, which she appreciates and gives him a smile.

"In appreciation for the teams' spirit that's brought us all the way here to tonight's championship game we'd like to present our school mascot the Bayville Hawk." Principal Kelly announces while the soccer player gather on the field. The marching band then start to play a quick tune while the tarp covering the statue of a hawk is removed and flames shoot out of its wings, with fireworks going off over their heads.

"Now, let the game begin." The principal finishes and the referee starts the game, just as the announcer wants to report what is happening Toad uses his tongue to steal the microphone from the man and brings it up ontop of the room he is broadcasting from, handing it to Lance.

"Excuse me folks. Hey, can I have your attention up here!" Lance says into the microphone and quicksilver moves the lights on the field so it's shining at him, Blob, Toad and himself once he rejoins them a second later.

"my name's Lance. I also call myself avalanche, cause I'm a mutant. That's right, me and Blob and Toad and Quicksilver here, we're all mutants. Born different, what you might call freaks. You see there are lots of mutants in Bayville high, Scott summers is one and so is Jean Grey and most of their pals over at the Xavier mutant institute, which is kind of a school for weirdo mutant nerds. Now being mutants means we've got these special powers, with which we can make some improvements, for instance we thought this game'd be a bit more fun if the goals were further apart." Lance says and creates a rift going straight through the field, causing a panic.

"And we thought the principal might want to have a bit more of perspective on his student body." Lance says as Quicksilver speeds around him, picking him up in a tornado.

"Another thing, we think that mascot totally reeks." Lance says as Blob goes over to the burning statue and throws it at the school's roof.  
"Sorry prof. Cat's out of the bag." Scott says and leads the others down to the field after they change into their mission suit, save for Ben who rushes over to the school building once it catches on fire and shifts into water hazard, a humanoid creature with a fishlike face, covered in a red and black suit of armor from which he can produce water. Once he reaches the building, he propels himself onto the roof with his water cannons and gets started on putting out the fire.

The X-men gather on the field and Scott says "Alright Lance, you want it out in the open, let's put it our there."

"I've been waiting for this." Lance says hopping down to the field and gets into a fistfight with Scott.

Evan and Kitty take care of the camera equipment by ramming a spike through it or phasing through it, short-circuiting it. Jean uses her powers to pick up Pietro and slam him into Blob.

As Blob is starting to terrorize some students trapped on the stands Rogue goes over to him, removing her glove saying, "I'm about to feel really big and stupid." She then drains Blob's powers and the bleachers Blob was holding overhimself come crashing down on the two.

Kitty rushes over there concerned and uses her phasing to free the girl.

Meanwhile Toad is trying to steal stuff left behind in the panic, but Kurt stops him by tackling him to the ground and then kicking him off himself, against a wall.

Back with Lance and Scott, Lance is using his powers to move the floor beneath the vizored teen but he gets knocked over by a blast to the shoulder courtesy of Scott.

By using his powers however Lance caused the statue to come loose and it's starting to tip over, heading for Kitty, who is helping students away from the wreckage.

"Kitty!" Ben shouts worried, seeing the golden eagle head for the girl and dives down, turning into crashhopper, a grasshopper like creature with humanoid stance and enormous legs. Ben jumps off the building while falling and pulls Kitty and the girl she was helping out of the way in the last second.

"You OK?" Ben asks concerned, looking the girl over.

Storm then shows up, having been called by the professor and uses her power to put out the rest of the fire by summoning rain.

"Good work Storm." Charles says seeing the fire extinguished.

"Yes, but no downpour can make people forget what they've seen here. The secret is out." Storm tells him.

"Perhaps not, if I can alter their memories of what happened." Charles replies.

"No there are too many, even your mind couldn't withstand such a strain." Storm says warning him.

"How about two minds?" Ben suggests, joining the professor with his arm around Kitty.

"Ben, I don't think you're ready for…" Charles tries to stop him but Ben only replies.

"Just give me the cover story and let's get cracking." Ben replies looking serious, having turned into brainstorm. The professor decides against arguing with the teen and gives him the story mentally and they both start to alter the memories of every non-mutant present.

They finish replacing everyone's memories but when Charles notices that Kelly's missing, he starts to alter the man's memories before collapsing, with Ben having collapsed before him and is resting on Rogue's lap now.

The X-men quickly file out, carrying the collapsed Charles and Ben towards their Van and everyone drives home.

* * *

|A few hours later- Institute|

Professor Xavier is regaining consciousness, while lying on a bed in the infirmary and holds his head.

"Easy chuck, you threw your head into overload." Logan tells him, calming the man down.

"But it worked, everyone believes that malfunctioning fireworks were responsible for what happened." Storm adds.

"what about the broadcast, how much got out?" Charles asks worried.

"Non, seems there was some kind of weird magnetic interference that knocked the station off the air seconds before." Logan answers.

"Magneto, he's still alive?" Charles says surprised.

"Wouldn't doubt it, either it was him or our wonderkid over there." Logan says pointing over to Ben who is lying in the bed next to Charles, still knocked out with a worried Rogue and Kitty sitting next to his bed.

"Anyways, I guess we're back under wraps like we should be, I'm really sorry professor. I'm afraid the world really isn`t ready to learn about us." Scott says recalling how scared the teens were of them.

"It appears not, I hope that the others come to realize that as well. My only concern is principal Kelly, I was in his mind when I collapsed. I'm not sure if I finished the job." Charles tells them.

"But what about Ben, how is he?" Charles asks them.

"Physically he's fine, we were hoping you could pop in there once you've rested so see if you can lure him out." Logan tells him.

"Let's see." Charles replies, concentrating on Ben's mind.

"Not now Chuck. You're recovering yourself." Logan tells him.

"He is my responsibility, if I were strong enough to do what needed to be done on my own he wouldn't be here." Charles replies, refocusing on waking the teen.

A minute or so later Ben stirs and looks around, smiling upon seeing his girlfriends.

"Hello beauties, sorry did I make you worry?" Ben asks the two of them.

"Ben, we're not alone." Rogue tells him and Ben turns to the other side and sees The three men looking at him, with Logan having one eyebrow raised saying "Barely 10 seconds awake and already flirting, oh how nice it must be to be young."


	13. Chapter 13

|at school|

"Yes our girls had a winning soccer season. They fought like a team, they played as a team and they respected each other as teammates. And it's those teammates that unanimously voted their choice for most valuable player award: Jean Grey." Principal Kelly announces, giving her trophy and the microphone, making everyone in the theatre applaud and cheer her on, with Risty Wilde who's sitting next to Rogue being the loudest. Rogue only claps a few times uninterested and Risty asks her why she's not showing any support for her housemate. Rogue replies "Jean's got enough people gushing over her." Sulking to herself.

"What are you talking about don't you have that sexy boyfriend of yours yourself?" Risty questions.

"Yeah, but this is different. It just ticks me off that I can't even compete." Rogue says saddened.

"Why's that?" Risty inquires.

"Uhh, medical reasons." Rogue answers quickly.

Back on stage Jean is starting to give a speech when she looses control of her powers and can hear everyone's thoughts.

"Yeah Jean, ride that popularity train for all it's worth." Rogue thinks.

"You got this Jean, don't get stressed." Scott thinks.

"Oh man is she freezing up?" Evan thinks.

"Glad that's not me up there." Kitty thinks.

Ben sees her overwhelmed expression and tries to help, reaching out to her telepathically telling her "clear your mind. You control your powers not the other way around. Follow my voice and focus only on me."

Jean manages to get powers under control with Ben's help and quickly says into the microphone "Thank you everyone and go Eagles!", fleeing the theatre afterwards .

* * *

A few minutes later in front of the school buildings

"I just think it's not fair is all. I'd so be an MVP." Evan complains to Kitty.

"Evan, face it Skateboarding will never be a real sport." Kitty tells Evan as he walks away, heading to his next class.

"Kitty, hey wait up and I'll walk you to chemistry!" Lance yells, going over to her.

"No thank you." Kitty replies and leaves him standing dumbfounded while Pietro is chuckling at him.

"Hey Jean, you OK now?" Ben asks the redhead walking up to her with Scott, having found her sitting in an empty staircase to get some rest.

"Yeah, I think so. I just don't know what happened. Thanks anyways." Jean replies and gets up to leave the building, heading for her next class with Ben and Scott strolling behind her.

"I'm just glad you're alright." Scott tells her.

"Listen, I've got to go to class but see you at Duncan's tonight?" Jean tells the two boys.

"Duncan's?" Scott asks her confused with Ben looking at her bewildered as well.

"The party. Didn't he invite you?" Jean asks.

"It's OK, I've got all this homework and stuff, so…" Scott says trying to play it cool.

"Be there for me. It'll be fun, you two Ben maybe Kitty or Rogue will like it there." Jean tells him.

"I'll ask them." Ben agrees.

* * *

|chemistry lab|

"You know I really like chemistry, at the other school I was totally into it." Lance tells Kitty, having taken a seat close to hers.

"Yeah? Ever make a stinkbomb?" Kitty asks.

"No but Blob's got us covered there if you get my drift." Lance remarks.

"The time has come the walrus says, to talk of many things and the first is an apology. I'm Mr. McCoy and I'm sorry for being late, they have me serving double duty as your phys. ED coach.

So anyways that experiment that everyone is dying to do, let's get it done and over with. Who's up for building a stinkbomb." Mr. McCoy, a buff blue haired teacher says walking into the room.

* * *

|later that day|

Scott getting ready for the party and rushes towards the entrance while Ben is in Kitty and Rogue's room.

"You sure, you don't want to come with Kitty? I'm certain we could figure something out regarding your stink bomb accident smell." Ben asks her with him already ready, wearing normal clothes consisting of blue jeans, a green shirt and a black Jacket while Rogue is wearing a dark green dress with arm length gloves and leather boots, along with a scarf thrown around her neck.

"Yeah, I'm sure. You two just go enjoy." Kitty tells them, pushing her considerate friends out of the room.

"Alright, you ready?" Ben asks Rogue, offering his arm and she links herself into his arm and follow Scott to his car, where is already waiting impatiently.

Ben opens the car door for her and closes it behind her before running around Scott's car and getting into the passenger side seat.

The three of them then head towards Duncan's house and soon arrive, parking near the rather large house.

Once the three enter Rogue gives Ben a quick kiss on his cheek and tells him that she'll be catching up with Risty, seeing the purple haired girl standing in a corner. Scott simply leaves, looking for Jean who is chatting with Duncan, leaving Ben standing there and he decides to get a drink and chill on the balcony.

"So that's the famous Ben I've heard about." Risty says greeting her friend.

"Yeah." Rogue replies.

"Well I've got to hand it to you, you snagged one fine looking guy." Risty tells her, smirking.

"What's up moody girl, cat got your tongue?" Risty asks seeing Rogue quickly fall into her sulking mood upon seeing Scott start to duke it out with Duncan over a game of ping pong.

"I'm pretty much done celebrating Jean's popularity." Rogue tells Risty and goes to the front door to leave.

"You're just leaving? What about your boyfriend?" Risty asks her.

"He'll manage." Rogue replies and the two of them leave the party.

"Hey Rogue." Ben yells from the balcony, seeing the two girls take off and throws them a key he magnetically steals from Scott.

Rogue catches the key and looks at him surprised.

"See you later." She yells back, entering Scott's car with Risty and drives off, headed for the Xavier Institute.

"He seems cool you know, your boyfriend." Risty says.

"He is. Though sometimes he can be too caring for his own good." Rogue tells her, thinking back on the tape the professor showed her and him collapsing a few days ago when he replaced those memories with the professor.

"Oh, do tell." Risty asks intriqued.

"Maybe another time, how about I show you around the Institute?" Rogue offers to which the purple haired girl readily agrees.

* * *

|back at the party|

Jean watches Duncan and Scott make a fool of themselves trying to win over the other, throwing over some other kids during their wild game of ping pong until she has enough and catches the ball, putting it down and drags Duncan away to confront him about his problem with Scott but Duncan doesn't understand her and tries to divert her attention from the topic.

Jean suddenly gets hit by another spike of her powers and can again hear everyone at the party thinking and runs out of the room, onto the balcony where Ben is already having company courtesy of Scott.

"So how's your night going?" Scott asks him, leaning onto the rail Ben is sitting on, next to him.

"I won't lie, it could be better. Rogue took off, I gave her your keys btw." Ben replies.

"Wait, how did you, when? What?" Scott asks surprised and annoyed.

"how do you think?" Ben asks making a metal chair near the pool underneath them float in the air before dropping it back down.

Jean stumbles onto the balcony groaning while holding her head, alearting the two teens.

"Jean, what's wrong?" Scott asks concerned and rushes over to her only for her to shrow him telekinetically over the railing and into the water.

"Calm down red." Ben tells Jean, getting her back to reality.

"Scott!" Jean says worried and Ben only replies, "chill he landed in the pool.", making the redhead relax.

"Hey, what happened?" Duncan asks having followed Jean, only to hear splashing underneath them and sees Scott in his pool.

"Summers what the heck are you doing?" Duncan yells down to him.

"Oh that's my bad." Ben tells him.

"And who are you again?" Duncan asks.

"Ben Tennyson. I live at the Xavier Institute with Jean and Scott." Ben introduces himself.  
"Oh now I remember the one with the weird goth chick as a girlfriend." Duncan says, only to get thrown over the railing, landing in the pool right next to Scott.

"And now you know why Scott was in there in the first place, don't insult my friends, especially my girlfriend." Ben shouts down to him and leaves with Jean in tow. The two wait for Scott to climb out of the pool and join them.

"What the hell was all that about?" Scott asks them.

"It was an accident, I'm sorry." Jean apologizes.

"I was just pissed for him calling Rogue weird." Ben replies.

"Wait, how are we getting home?" Scott asks recalling that Ben gave his keys to Rogue, while wrining out his sweater.

"Just hang on and shut up for a second." Ben says and picks up Jean, turning into XLR8 and speeds her home before repeating the process with Scott.

"There, we're home. Happy?" Ben says sarcastically.

"I'd be happier if I wasn't soaking wet." Scott says.

"What happened?" Professor Xavier asks wheeling over to the three.

"It's not worth talking about." Jean says and Kurt teleports next to the professor asking, "What's not worth talking about?"

"Nothing, ugh. I'm going to bed." Jean says, walking towards the stairs leading upstairs to her room when Rogue comes out of a room with Risty telling her "Ororo is visiting her sister up state but maybe the others are around. And that leads us back to the foyer, where everyone forgets their manners and just stares at you."

Kurt quickly turns on his image inducer while hiding behind the professor's wheelchair.

"Sorry Rogue, you must be the Risty I've heard about." Ben says greeting the other girl formally with a wave.

"Pleasure to make your acquaintance, why is Scott wet?" Risty says pointing at the glasses wearing teen.

"Be honest, how do I smell now?" Kitty asks phasing into the room from behind Risty.

"Huh where did you come from?" She asks surprised.

Kitty mumbles something but the attention of the people in the room gets shifted to Logan who uses his claws to pick up an apple but quickly turns his back to the group upon seeing the new girl and mumbles "And they say I don't follow the rules."

"Rogue, I think it's best if you show your guest outside, it's late already afterall." Charles tells her.

"Alright, alright." Rogue agrees annoyed.

"Don't worry about it Rogue, I'll see you at school." Risty tells her, patting her friends arm.

"Yeah, see ya." Rogue says disappointed and goes back into the Institute.

"I'm sorry Rogue, visits need to be scheduled for obvious reasons." Charles tells her.

"Whatever, I just won't have anymore friends over." Rogue says offhandedly and leaves for her room.

As Rogue passes Jean she accidentally reads the white banged girl's mind thinking "You wouldn't treat Jean like this."

"Hey that's not true. He doesn't treat me any different than he does you." Jean defends herself.

"Hey, who gave you permission to go into my head?" Rogue says pissed and stomps off towards her room.

"hey wait up Rogue." Ben says, going after his girlfriend with Kitty.

* * *

The three of them go into the girl's shared room with Ben and Rogue putting some distance between them and Kitty.

"So, what's up Ro? What's got you so bothered?" Ben asks her, sitting down next to her.

"I'm just annoyed that Jean with her powers can do whatever she wants and I can't even try to compete in a sport because chances are I'll blow our cover and hurt somebody." Rogue informs them saddened.

"Come on Rogue, how about this? I intended to give everyone a day off soon anyways, I can easily make it a competition instead." Ben suggests.

"It's not the same." Rogue disagrees.

"Sorry, it's all I can think off, or you take part in a solo player sport, like golf or something." Ben tells her.

"Thanks, but no thanks, don't worry about me. I was bound to have a reality check after everything went so smooth for us." Rogue tells them, pointing around the small group.

"Rogue, don't take it so hard girl. It's not like competing in sports is that big of a deal anyways." Kitty says, going over to them, making Rogue's nose scrounge.

"What I'm still smelling? Useless junk." Kitty says annoyed and throws a pack of perfume onto her bed.

"Come here honey, I think I can help." Ben says getting up and meeting the girl in the middle of the room while transforming into Gutrot an alien in a containment suit with metal plates on some parts of his body and a window on his belly where you can see gases swirling.

Ben concentrates for a second, during which the gases in his belly start mixing and churning before he stops and releases a powerful smell into the room, smelling as though they are standing in the forest behind the Institute.

Ben then transforms back to human and embraces Kitty playfully, smelling her hair and gives her a thumbs up.

Kitty cheers jokingly and gives Ben a hug and a kiss.

Ben sees Rogue still moping out of the corner of his eye and whispers to his other girlfriend, "I think Rogue needs some attention. I'll take her to our little hideout, don't wait up for her."

"Ok sweetie." Kitty says giving him a kiss on his cheek.

"Rogue, come here for a sec." Ben says going over to her and helps her onto her feet from her lying position on the bed. Ben then transforms into XLR8 and speeds them into his self-made home.

* * *

|lemon|

"What do you want? I'm not really in the mood for a pep-talk." Rogue asks Ben flopping down on the bed in the cave lifelessly.

"OK, what do you say to a little distraction though?" Ben asks flirtingly.

"Mhh, what do you have in mind?" Rogue questions, glancing up at him.

"Well you know, I've heard both you and Kitty whispering behind my back that you want to take things a step further in our relationship." Ben says.

"YOU! You heard us?" Rogue asks embarrassed.

"Uh-huh." Ben says nodding his head.

"Ugh, this is so embarrassing." Rogue says putting his hands over her face.

"Look at me Rogue. You don't have to feel embarrassed, it's no secret that I've been thinking of similar things myself." Ben tells her, taking her hands off her face and rubbing calming circles on the back of them.

"So you really want to do it, now?" Rogue asks.

"Just a sec." Ben replies and turns into XLR8, appearing on his previous spot a few seconds later.

"Yes, if you want to. I'd like to explore our carnal desires." Ben tells her, grabbing Rogue by her waist and lifting her up so she's standing and engages her in a feverish kiss, one she replies to quickly.

Rogue takes Ben's jacket off of him and leans against him during their kiss.

Ben lets his hands glide through her hair.

Rogue soon throws him onto the giant mattress and crawls up, so she's kneeling over him.

"Are you sure this will still work when we're having sex?" Rogue asks taking one of Ben's hands, playing with his fingers.

"Yes. I'm quite certain, or do you want to get kinky?" Ben asks her with a small smirk only to get slapped on his arm for his teasing.

"Shut up and take off your clothes." Rogue orders, getting off of Ben and stripping down herself, looking over at Ben the whole time, who`s watching her just as carefully.

Due to him watching Rogue strip out of her clothes Ben's dick is getting more erect by the second and Rogue looks at it shocked. 'That's supposed to fit inside me?' She asks herself.

Ben sees her freezing and takes her hand, pulling her down so they are lying on their sides looking at each other.

"You know, it's not to late to postpone this." Ben says nibbling on her ear.

"That's not it. It's just this is my first time, I'm not sure if I'll be any good, not even counting the danger my powers add." Rogue tells him honestly.

"Sweetheart. This is my first time too, but believe me. I'm confident that I can keep things in check and us from knocking the other out." Ben tells her, caressing her hair.

"Alright, I'm ready." Rogue tells him and Ben wastes no time turning her, so she's lying on her back and kisses her sensually.

A few moments into the kiss Rogue feels somewhat reassured and moves her hand down to Ben's dick, exploring the hot appendage with interest, getting Ben to groan into the kiss.

Ben moves down to her neck, kissing along her collarbone and descends downwards, reaching her breasts.

He squeezes them curiously, getting a low mewl out of his girlfriend and leans his head down, taking a nipple into his mouth and sucks on it, twirling it around and gracing his teeth over the bundle of nerves, making Rogue moan in delight, while putting her arms around his head, trying to keep him there.

Ben however gets bold and sneaks one hand down to her crotch as he switches to her other breast and probes around her pussy, inserting a finger carefully causing Rogue to gasp in surprise at the new sensation.

Ben adds another finger and starts to thrust them in and out slowly. Rogue leans back into the bed as far as she can, just taking in all the ministrations Ben is doing to her.

Ben continues this for a while before he positions himself over Rogue, looking at her for confirmation and only receives a nod. Ben wastes no time putting on a condom, which he got earlier with XLR8 and leads his cock to her entrance.

"You ready?" Ben asks her concerned.

"Yes." Rogue tells him decidedly and Ben slowly pushes himself into Rogue's pussy, stopping once he reaches her hymen and embraces her strongly as he pushes past the barrier, making Rogue cry out in pain. Ben refrains himself from moving, staying inserted into her until she gives him a hungry kiss and wheezes out "I think we can continue."

Ben then slowly inserts himself until he's sheathed all the way in her pussy. Once his whole dick is inserted, he starts to thrust in and out of her in short bursts, only pulling out a few centimeters before plunging back in.

"Oh Ben." Rogue moans, spurring him on and once her pelvis bucks, he start to gain speed, gaining more eagerness and speed, causing him to grunt out in pleasure while Rogue is screaming to the high heavens, enjoying every second of it.

The two continue to fuck like this for a few minutes until Ben feels himself close and speeds up even more, causing Rogue to gasp out breathlessly, clenching her toes and finger into the bed as she orgasms. Ben, feeling Rogue tremble in pleasure stops trying to hold himself back and bucks his hips violently a few more times, getting squeals of approval from his beautiful girlfriend and cums, releasing his load into the condom.

The two stay in an embrace for a while, catching their breath until Ben lies down next to her, disposing of the condom and says "Man I'm glad we didn't do this at the Institute. You would've woken everyone up." Laughing.

"Is that a bad thing?" Rogue questions.

"No, your moans are an irresistible turn on." Ben replies kissing her deeply before he covers them with the blanket, with him sleeping on one side of the giant bed while Rogue takes the other, so they avoid skin contact during the night.

* * *

|The next day - school|

The classes with Ben, Kitty, Rogue, Jean and Scott are having P.E. for first period and are on the field doing various exercises like spear throwing, high jump and obstacle running. Scott is constantly butting heads with Duncan, being placed in the same group as him and Jean.

During the obstacle run Duncan knocks Scott over, knocking him to the floor and causing his glasses to come flying off.

Scott groans at the rough landing and quickly holds his hands over his eyes, to keep them closed.

"Hit the showers Matthews, you're off the team." Mr. McCoy tells the teen having seen him knock over Scott. He then goes over to the downed teen and puts his glasses back on him, telling him "keep your eyes closed." Quietly, letting on that he knows what would happen otherwise.

After receiving his glasses Scott looks over the field and sees Jean kneeling on the grass, holding her head and whimpers while a spear is floating through the air, taking off towards where Kitty and Rogue are getting ready for the sprint.

"Oh no." Scott says shocked and Ben, who was sitting on the bleachers waiting for his turn while watching his two girlfriends compete sees the incoming projectile and his hair suddenly turns a bright pink with a hand, he stretches out towards the spear turning purple.

The spear suddenly stops in its tracks and soars down as though it weighed a hundred pounds.

"Phew, close one." Ben says looking over to Jean worriedly while losing his partial transformation to an Anodite.

Jean stumbles across the field trying to get to the lockers and is walking through the shotput section of the field. The four heavy balls suddenly go flying into various directions, with two heading right at Mr. McCoy who catches them one ball in each hand.

The other heads towards Scott, who dives down to dodge it and the last ball soars towards Ben, who jumps off the stands he's sitting on, landing near his girlfriends and the other girls competing who were looking at the spear which sunk into the earth.

"Jean! Jean what's wrong?" Scott shouts concerned and Jean falls over, slipping into unconsciousness with tears streaming down her cheeks while mumbling "I- I can't stop it. Help!"

Scott, Ben, Kitty and Rogue quickly load the girl into Scott's car, and he races her to the Institute with Ben, Kitty and Rogue being sped over there ahead curtesy of Ben as XLR8 to fill in the professor about what is going on.

* * *

|Institute|

Once Scott arrives, he carries Jean into the Institute and into the infirmary bay, where the professor prepared a table in the middle of the room.

"Put her on the table Scott." Charles tells him, wheeling over to the metal table.

Once Jean is lying still the lose appliances and objects in the room start to swirl around violently and Logan, having been asked by Charles to help, leads Scott outside while Charles says "Please Scott, give us some room. I'll alert you as soon as we know something."

The professor then looks into Jean's mind and sees the thoughts replaying of everyone she overheard in the last two days. Charles tries to reach Jean and offer her his help, only for Jean to release a shockwave so powerful that is causes Charles to fly against a wall and the door to fly off its hinges, knocking over Logan, Ben and Scott who were waiting there.

Jean levitates into the air and Scott tries to get to her, only for the objects floating around her to increase and knock the unprepared teen out.

"What is going on up there?" Kurt asks assembling with the other older students while Logan wheels Charles to the group and Ben carries the knocked-out Scott over his shoulder as four arms.

"Is Jean alright?" Kitty asks concerned.

"No, she's not. Her powers are evolving too rapidly for her to control." Charles explains.

"I have an idea, if there is too much going on in her head, why don't I just drain some off?" Rogue offers, taking off one of her gloves.

"No, it may be too much for you." Charles tells her.  
"I can do it, just let me try." Rogue disagrees.

"There is too much chaos going on in her mind, what she needs is something to focus on." Charles tells her.

"How about Rogue and I do it together?" Ben suggests.

"We don't have too many options Charles." Logan says.

"very well then." Charles agrees and the group take the elevator upstairs, coming upon the wreckage that was formerly the infirmary bay and a few other rooms with Jean floating in its middle, surrounded by objects circling around her.

"Her telekinesis seems to be rearranging matter on a molecular level, I fear we don't have much time." Charles says, seeing a chair and table get twisted around like they were dough.

Alright, let's go." Logan says leading the charge with the others following, they stop once the pressure coming from Jean added to the flying objects is getting to much for them.

"Kitty, mind giving us a hand?" Ben asks, taking cover besides Rouge while the others try to keep the objects away from them as best as possible.

"With pleasure." Kitty says running over and grabs the shoulders of Rogue and the now into Chromastone transformed Ben. She leads the two into the whirlwind of mass, but the power of the circulation is too much for them and they are levitated off the floor, flying around Jean alongside the other objects.

"Kitty, stay phased out, this is getting dangerous." Ben says and grabs Rogue, holding her close to him.

"I've gotta shift. You'll need to start draining her solo for a second or two, can you handle it?" Ben asks Rogue, implying the danger.

"YES!" Rogue shouts back over the noise of the whirlwind.

"OK. Hang on." Ben says and transforms into four arms, picking up Rogue by her small waist with two of his arms while the other two hold onto a nearby pillar, with him standing on solid ground again thanks to the increase of mass.

"Here we go!" Ben shouts, throwing Rogue towards Jean with enough force for her to break through the force pushing them back. Rogue screams scared but manages to hang onto the floating girl and quickly puts her hand on Jean's face, making the whirlwind surrounding them dwindle and slow down while Rogue screams out from taking in too much of the stuff roaming around in Jean's head.

"Hang on Babe, I'm here." Ben shouts sprinting over to the two transforming into Chromastone again and grabs both girls' hands, lighting up from the cracks visible in his rock-like body and causes the gem on his head to shine brightly.

Ben notices Rogue's tired face and yanks the girl off Jean, shoving her towards the now waiting Kitty, who catches her roommate.

Ben then puts both of his hands on Jean's head and the two of them yell out in pain before Ben shoots a laser into the air, right out of the Institute, releasing some of the overwhelming energy having been stored up in Jean.

"Jean, come back to us." Ben says weakened himself, pashing between Chromastone and Brainstorm every few seconds, looking as though he was flickering and tries to communicate with her telepathically while absorbing some more of the power influencing her.

After a few seconds of this the two fall down on the floor, Jean appearing like she's fallen asleep while Ben is breathing heavily.

Charles wheels over to them with Kitty and Rogue already at the other teens' sides.

"Take Jean to my office, she can rest there." Charles says, looking towards Kurt and Evan who follow the order and carry the girl out, to the professor's office where Scott is already lying.

"What about Ben, is he OK?" Kitty asks looking at him worried, seeing him take in gulps of air erratically.

"He should be. But absorbing all that power must have strained him too much and since he's not used to this form unlike Rogue who is constantly using this power his drawback seems more severe." Charles explains.

"How are you feeling Rogue?" Charles asks looking at the pale girl.

"I'll live, I wouldn't mind a handful of aspirin though this headache is killing me." Rogue says holding her head.

"Logan, please take Ben to his room. Kitty I trust you can help Rogue to yours?" Charles says.

"Actually, I think it'd be better if Ben stayed in our room, so I can keep an eye on him." Kitty says.

"Very well." Charles agrees and leaves to check in on Jean and Scott.

Logan then brings the strained Ben to Rogue's and Kitty's room, where he places him on Kitty's bed.

"How long do you think he'll be like this?" Kitty asks Rogue, who's lying on her own bed having taken some medication for her head.

"I don't know hopefully a day or less." Rogue says.

"Yeah…" Kitty sighs.

"Just our luck to fall for the guy who's always risking his life for others." Kitty says sarcastically, brushing Ben's hair back and giving him a kiss on his forehead.


	14. Poll

Hey guys,

I created a Poll on whether or not I should add Jean to the pairing.

Please vote so I can get an impression of what you think.


End file.
